TCRLA_Public/080606.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                      L A T I N  A M E R I C A

              Friday, June 6, 2008, Vol. 9, No. 112

                            Headlines


A R G E N T I N A

ANTARES SA: Proofs of Claim Verification Deadline Is Aug. 1
AVCO SA: Proofs of Claim Verification Deadline Is July 21
BUENOS AIRES HEALTH: Claims Verification Deadline Is Aug. 13
DB EQUIPAMIENTOS: Files for Reorganization in Buenos Aires Court
DELTA AIR: Can't Reject Mesa Termination For Now, Court Rules

DELTA AIR: Balks at EOS Airlines' Plan to Sell Planes
DELTA AIR: Amends Bylaws to Clarify Shareholder Voting Matters
DROGUERIA GENERAL: Proofs of Claim Verification Is Until Aug. 20
ENVASES DEL OESTE: Files for Reorganization in Court
FORD MOTOR: Total May 2008 Sales Down 16% at 217,998 Units

GMAC LLC: Cerberus Denies Reports on Sale of Equity Stake
INDUSTRIAS METALURGICAS: S&P Rates US$65 Mil. Bonds at 'B'
INECA SA: Files for Reorganization in Buenos Aires Court
LOPEZ DE SALUSTIO: Proofs of Claim Verification Is Until July 23
MOSAIC CO: Fitch Upgrades Ratings to BBB from BB+  

PALMSITE SA: Trustee to File Individual Reports on Sept. 19
PUBLICIDAD ENRIQUE: Trustee Verifies Claims Until July 10
QUANTUM CORP: S&P Changes Outlook to Stable After Weak Results
RESIDENTIAL CAPITAL: Outlines Initiatives to Stabilize Liquidity
RESIDENTIAL CAPITAL: GMAC Raises Funding to US$1,200,000,000

SAVITAR SACIF: Trustee Verifies Proofs of Claim Until July 16
TYSON FOODS: Reports Improved Cost Structure on Beef Business


B A H A M A S

CENVEO CORP: S&P Puts 'BB-' Rating on Planned US$175MM Sr. Notes


B E R M U D A

COLCHESTER ALPHA: Proofs of Claim Filing Is Until June 20
COLCHESTER ALPHA: Will Hold Final Shareholders Meeting on July 8
COLCHESTER ALPHA 3X: Proofs of Claim Filing Deadline Is June 20
COLCHESTER ALPHA 3X: Sets Final Shareholders Meeting for July 8
DEPOSITARY (BERMUDA): Proofs of Claim Filing Is Until June 20

DEPOSITARY (BERMUDA): Sets Final Shareholders Meeting for July 8
MAN MAC: Proofs of Claim Filing Deadline Is June 18
MAN MAC: Sets Final Shareholders Meeting for July 8
ORN EVENT: Proofs of Claim Filing Deadline Is June 20
ORN EVENT: Sets Final Shareholders Meeting for July 5

ORN MULTI-STRATEGY: Proofs of Claim Filing Is Until June 20
ORN MULTI-STRATEGY: Final Shareholders Meeting Is on July 5
PRIMUS LIMITED: Final Shareholders Meeting Is on July 4
SEA CONTAINERS: SCL Committee Says Pension Pact Not Important
TN INVESTMENTS: Proofs of Claim Filing Is Until June 18

TN INVESTMENTS: Will Hold Final Shareholders Meeting on July 10
TRENWICK GROUP: Proofs of Claim Filing Deadline Is June 18
TYKHE FUND: Proofs of Claim Filing Is Until June 18
TYKHE FUND: Sets Final Shareholders Meeting for July 8
ULTIMATE INSURANCE: Proofs of Claim Filing Deadline Is June 18

ULTIMATE INSURANCE: Sets Final Shareholders Meeting for July 10


B R A Z I L

AMR CORP: Could File for Bankruptcy This Year, Stockhouse Says
BANCO DO BRASIL: May Work With Petrobras to Create Fund
BANCO NACIONAL: Lends BRL174 Mil. to Rodovias Integradas
BANCO NACIONAL: OKs BRL27.6 Mil. Financing on Laboratory Project
BANCO NACIONAL: May Work With Petrobras to Invest in Brazil Oil

BR MALLS: Increases Ownership Interest in Piracicaba to 13.4%
CHRYSLER LLC: Cerberus Denies Reports on Sale of Equity Stake
CHRYSLER LLC: Total May 2008 Sales Down 25% at 148,747 Units
COMPANHIA SIDERURGICA: S&P Lifts Corporate Credit Rating to BB+
GENERAL MOTORS: May 2008 Sales Down 30% Due to Strike

GENERAL MOTORS: Economic Challenges Spur Plans to Close 4 Plants
GENERAL MOTORS: Truck Production Halt Won't Affect S&P's Rating
GOL LINHAS: Reports Preliminary Traffic Statistics for May 2008
SHARPER IMAGE: Hilco Brothers, GB Brands Buy Assets for US$49MM
SHARPER IMAGE: To Close 86 Stores, Offers Discount


C A Y M A N  I S L A N D S

ACKDON GAMMA: Will Hold Final Shareholders Meeting on June 12
ADVOCATE BENEFITS: Holds Final Shareholders Meeting on June 12
ALLEGIANCE INSURANCE: Sets Final Shareholders Meeting on June 12
CITIBANK CAPITAL: Proofs of Claim Filing Deadline Is June 12
COURAGE HEDGED: Sets Final Shareholders Meeting on June 12

COURAGE HEDGED: To Hold Final Shareholders Meeting on June 12
EXBUC (CAYMAN): Proofs of Claim Filing Deadline Is June 12
GRYPHON HIDDEN: Sets Final Shareholders Meeting on June 12
HARVEY GROUP: To Hold Final Shareholders Meeting on June 12
HYDRA VI FUNDING: Sets Final Shareholders Meeting on June 12

KAKUSAN LTD: Will Hold Final Shareholders Meeting on June 12
MERRILL LYNCH: To Hold Final Shareholders Meeting on June 12
NEW STAR EUROPEAN: Holds Final Shareholders Meeting on June 12
NO LOAN SUPREME: Claims Filing Deadline Is Until June 12
OFGP LIMITED: Deadline for Proofs of Claim Filing Is June 12

SHINSEI FUNDING CAYMAN 3: Final Shareholders Meeting is June 12
SHINSEI FUNDING CAYMAN 4: Final Shareholders Meeting is June 12
SWIC INSURANCE: Holds Final Shareholders Meeting on June 12


C H I L E

CODELCO: Strikes Delay Copper Shipment From El Teniente Mine
EMBOTELLADORA ANDINA: S&P's Stable Outlook Shows Strong Market


D O M I N I C A N   R E P U B L I C

DELTA AIR: Decreases Number of US-Dominican Republic Flights


E L  S A L V A D O R

MILLICOM INT'L: Reschedules Shareholders Meeting to July 7


J A M A I C A

NATIONAL WATER: Invests J$400 Million to Install New Meters


M E X I C O

BLUE WATER: Seeks to Pay Sale-Based Incentives to Two Officers
BLUE WATER: Court Moves Lease Decision Deadline to September 9
DIOMED HOLDINGS: Gets OK on US$8MM Assets Sale to AngioDynamics
DIOMED HOLDINGS: Faces Patent Infringement Claims From VNUS
DISTRIBUTED ENERGY: Files for Bankruptcy, Gets US$2 Mil. Loan

DISTRIBUTED ENERGY: Case Summary & 20 Largest Unsec. Creditors
FRONTIER AIRLINES: Court Okays Director & Officer Severance Plan
MOVIE GALLERY: Outlines Consummated Transactions Under Plan
MTI GLOBAL: Completes US$7 Million Debt Loan With Wellington
SANMINA-SCI CORP: Closes Mexican Transition Operation to Lenovo


P U E R T O  R I C O

LIN TV: Says Negotiations With Charter Seems Unsuccessful
MUSICLAND HOLDING: District Court Rejects Trade Creditors Suit


V E N E Z U E L A

CITGO PETROLEUM: Says High Oil Prices Cut Into Profits
PETROLEOS DE VENEZUELA: To Remit Additional Royalties to Gov't


* Capital Inflows Remain Strong in Latin America, S&P Reports


                         - - - - -


=================
A R G E N T I N A
=================

ANTARES SA: Proofs of Claim Verification Deadline Is Aug. 1
-----------------------------------------------------------
Juan Emilio Cavalieri, the court-appointed trustee for Antares
S.A.'s reorganization proceeding, will be verifying creditors'
proofs of claim until August 1, 2008.

Mr. Cavalieri will present the validated claims in court as  
individual reports.  The National Commercial Court of First  
Instance in Mar del Plata, Buenos Aires, will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will  
be raised by Antares and its creditors.

Inadmissible claims may be subject for appeal in a separate  
proceeding known as an appeal for reversal.

A general report that contains an audit of Antares' accounting  
and banking records will be submitted in court.

Infobae didn't state the submission dates for the reports.

The debtor can be reached at:

          Antares S.A.
          Calchaqui 567, Quilmes Oeste
          Buenos Aires, Argentina

The trustee can be reached at:

          Juan Emilio Cavalieri
          San Martin 528, Quilmes
          Buenos Aires, Argentina


AVCO SA: Proofs of Claim Verification Deadline Is July 21
---------------------------------------------------------
Juan Carlos La Piedra, the court-appointed trustee for AVCO SA's
bankruptcy proceeding, will be verifying creditors' proofs
of claim until July 21, 2008.

Mr. La Piedra will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 17 in Buenos Aires, with the assistance of Clerk
No. 34, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections
and challenges that will be raised by AVCO and its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of AVCO's accounting and
banking records will be submitted in court.

La Nacion didn't state the submission dates for the reports.

Mr. La Piedra is also in charge of administering AVCO SA's
assets under court supervision and will take part in their
disposal to the extent established by law.

The debtor can be reached at:

                    AVCO SA
                    Avenida Cordoba 890
                    Buenos Aires, Argentina

The trustee can be reached at:

                    Juan Carlos La Piedra
                    J.B. Justo 5096
                    Buenos Aires, Argentina


BUENOS AIRES HEALTH: Claims Verification Deadline Is Aug. 13
------------------------------------------------------------
The court-appointed trustee for Buenos Aires Health S.A.'s
bankruptcy proceeding, will be verifying creditors' proofs of
claim until Aug. 13, 2008.

The trustee will present the validated claims in court as
individual reports on Sept. 25, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Buenos Aires Health and its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of Buenos Aires Health's
accounting and banking records will be submitted in court on
Nov. 6, 2008.


DB EQUIPAMIENTOS: Files for Reorganization in Buenos Aires Court
----------------------------------------------------------------
DB Equipamientos S.R.L. has requested for reorganization
approval after failing to pay its liabilities.

The reorganization petition, once approved by the court, will
allow DB Equipamientos to negotiate a settlement with its
creditors in order to avoid a straight liquidation.

The case is pending in the National Commercial Court of First
Instance in Buenos Aires.  


DELTA AIR: Can't Reject Mesa Termination For Now, Court Rules
-------------------------------------------------------------
Mesa Air Group Inc. won on May 29 a preliminary injunction from
the United States District Court for the Northern District of
Georgia in Atlanta, enjoining Delta Air Lines from terminating
its Connection Agreement with Mesa, and its wholly owned
subsidiary, Freedom Airlines Inc.

On March 28, 2008, Delta notified Mesa of its intent to
terminate the Connection Agreement.  The Connection Agreement
includes, among other arrangements, Mesa's agreement to
operate 34 model ERJ-145 regional jets leased utilizing Delta's
name.  In fiscal 2007, the Connection Agreement accounted for
approximately 20% of Mesa's 2007 total revenues.  Delta sought
to terminate the Connection Agreement as a result of Freedom's
alleged failure to maintain a specified completion rate with
respect to its ERJ-145 Delta Connection flights during three
months of the six-month period ended February 2008.

On April 7, 2008, Mesa filed a lawsuit against Delta alleging
breach of the Connection Agreement and seeking specific
performance by Delta of its obligations.  On May 9, 2008, Mesa
filed a motion for a preliminary injunction in the District
Court against Delta to prevent its wrongful termination of the
Delta Connection Agreement.  The hearing for this matter
commenced on May 27, 2008 and ended on May 29 following the
District Court's ruling in favor of Mesa.

Mesa Air Group had warned in a regulatory filing it may have to
seek bankruptcy protection if Delta Air successfully terminated
their Connection Agreement.  

As reported by the Troubled Company Reporter on May 23, 2008,
Mesa warned that if Delta is successful in terminating the
Connection Agreement, Mesa believes it will be unable to
redeploy the 34 ERJ-145 aircraft in a timely manner, or at the
lease rates that Mesa receives under the Connection Agreement in
the event of any redeployment of the aircraft.  In addition to
losing approximately US$20 million per month in revenue (or
approximately US$960 million over the next four years), Mesa
estimated that leasing costs, labor and other costs totaling
approximately US$250 million to US$300 million over the next
four years would be incurred by Mesa.

As a result, Mesa warned, its cash flows from operations and its
available working capital would be insufficient to meet these
cash requirements, including its obligations under the Lease
Agreements, which will result in defaults thereunder.  In the
absence of obtaining additional capital through equity or debt
financings, asset sales, consensual restructuring of debt and
lease terms or similar measures, Mesa had warned it will be
unable to remedy the defaults and will experience additional
defaults in the future. Any default would then trigger other
defaults under other existing agreements, which would be
material to the operational cash flows of Mesa.

On May 14, 2008, Air Midwest, Inc., a wholly owned subsidiary of
Mesa, unveiled plans to discontinue all operations by June 30
including its current scheduled services, citing record-high
fuel prices, insufficient demand and a difficult operating
environment as the main factors in its decision.

Mesa Chairman and Chief Executive Officer Jonathan Ornstein told
WSJ that Mesa is "pleased with the Court's ruling" and hopes for
the full resolution of the issue.

"As a result, the company's cash flows from operations and its
available working capital would be insufficient to meet these
cash requirements," Mesa's filing had said, according to
Marketwatch.

                         About Mesa Air

Mesa Air -- http://www.mesa-air.com-- operates 182 aircraft  
with over 1,000 daily system departures to 157 cities, 42
states, the District of Columbia, Canada, the Bahamas and
Mexico.  Mesa operates as Delta Connection, US Airways Express
and United Express under contractual agreements with Delta Air
Lines, US Airways and United Airlines, and independently as Mesa
Airlines and go!.  In June 2006 Mesa launched inter-island
Hawaiian service as go!  This operation links Honolulu to the
neighbor island airports of Hilo, Kahului, Kona and Lihue.  The
Company, founded by Larry and Janie Risley in New Mexico in
1982, has approximately 5,000 employees and was awarded Regional
Airline of the Year by Air Transport World magazine in 1992 and
2005.  Mesa is a member of the Regional Airline Association and
Regional Aviation Partners.  Mesa has  5,000 employees overall.

Freedom Airlines currently operates 34 50-seat ERJ-145 and 7 76-
seat CRJ-900 aircraft for Delta Connection.

                        About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline       
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News, Issue No. 99;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


DELTA AIR: Balks at EOS Airlines' Plan to Sell Planes
-----------------------------------------------------
Delta Air Lines Inc., among other carriers, opposed EOS Airlines
Inc.'s plan to auction certain equipment and leases on its
planes, Reuters reports.

EOS filed for Chapter 11 protection in April 2008, and filed a
petition to auction off its assets.  EOS asked the U.S.
Bankruptcy Court in White Plains, New York, to allow it to
auction its all-business-class airline, The Wall Street Journal
says.

WSJ says EOS also wants to sell leases to its Boeing 757-200
aircraft, customer lists, facilities and federal licenses to
operate the airline.

Delta asserted its ownership with respect to some of EOS'
equipment.  EOS is also a party to maintenance, facilities and
engine lease contracts with Delta, which Delta may object to
being passed onto another party, according to the report.

                       About EOS Airlines

Based in Purchase, New York, EOS Airlines, Inc. --
http://www.eosairlines.com/-- is a transatlantic airline. The   
company filed for Chapter 11 protection April 26, 2008 (Bankr.
S.D.N.Y. Case No.08-22581).  Stephen D. Lerner, Esq., at Squire
Sanders & Dempsey, LLP, represents the Debtor in its
restructuring efforts.  The Debtor selected Kurztman Carson
Consultants LLC as claims agent.  The Debtor's schedules showed
total assets of US$57,707,999 and total liabilities of
US$16,409,993.  The U.S. Trustee for Region 2 appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  The creditors' committee is represented by Cohen
Tauber Spievack & Wagner P.C.

                        About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline       
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News, Issue No. 99;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


DELTA AIR: Amends Bylaws to Clarify Shareholder Voting Matters
--------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated May 21, 2008, Delta Air Lines Inc. disclosed
that its board of directors amended Article III, Section 1(a)
and Article IV, Section 1 of Delta's Bylaws.

The amendment states that "in an uncontested election for
directors, any indication in proxy card or voting instructions
to withhold authority for a nominee will constitute a vote cast,
which has the effect of a vote against the nominee," Edward H.
Bastian, Delta president and chief financial officer, said.

The amendments to Delta's Bylaws were effective May 19, 2008,
Mr. Bastian told the SEC.

A full-text copy of Delta's Amended Bylaws is available for free
at http://ResearchArchives.com/t/s?2d51

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline       
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News, Issue No. 99;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


DROGUERIA GENERAL: Proofs of Claim Verification Is Until Aug. 20
----------------------------------------------------------------
Marisa Gacio, the court-appointed trustee for Drogueria General
SA's bankruptcy proceeding, will be verifying creditors' proofs
of claim until Aug. 20, 2008.

Ms. Gacio will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 5 in Buenos Aires, with the assistance of Clerk
No. 10, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections
and challenges that will be raised by Drogueria General and its
creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of Drogueria General's
accounting and banking records will be submitted in court.

La Nacion didn't state the submission dates for the reports.

Ms. Gacio is also in charge of administering Drogueria General's
assets under court supervision and will take part in their
disposal to the extent established by law.

The debtor can be reached at:

                    Drogueria General SA
                    Charlone 868
                    Buenos Aires, Argentina

The trustee can be reached at:

                    Marisa Gacio
                    San Martin 793
                    Buenos Aires, Argentina


ENVASES DEL OESTE: Files for Reorganization in Court
----------------------------------------------------
Envases del Oeste S.A. has requested for reorganization approval
after failing to pay its liabilities.

The reorganization petition, once approved by the court, will
allow Envases del Oeste to negotiate a settlement with its
creditors in order to avoid a straight liquidation.

The case is pending in the National Commercial Court of First
Instance in Buenos Aires.


FORD MOTOR: Total May 2008 Sales Down 16% at 217,998 Units
----------------------------------------------------------
Total Ford Motor Company sales, including Jaguar, Land Rover,
and Volvo, were 217,998, down 16%.

For the second time in its nine-year history, Ford Focus sales
eclipsed the 30,000-unit milestone in May.

Focus sales totaled 32,579, up 53% compared with a year ago.  
Retail sales to individual customers more than doubled (up
105%).  The first time was October 2001, when industry sales
soared in response to zero-percent financing.

"Our dealers are selling the Focus at unprecedented turn rates,"
Jim Farley, Ford group vice president, Marketing and
Communications, said.  "In fact, Focus' retail sales were 91% of
beginning inventory, which puts it in the same league as the
industry's best-selling small cars.  This is a strong statement
about customer demand for Ford's newest small car."

Ford is moving to increase Focus availability.  In early April,
Ford announced plans to produce 245,000 Focus units in 2008,
approximately 30% more than in 2007.  Ford now is targeting to
produce 280,000 Focus units in 2009.

Ford Fusion sales were the highest for any month ever (18,088)
and up 27% from a year ago, including a 30% increase to retail
customers.  The Mercury Sable and Milan also posted higher
retail sales.

"Our products and our dealers are getting us back in the car
business," Mr. Farley said.  "Our small and mid-size cars are
outperforming the industry, and we're only just beginning."

Late this year, a redesigned Fusion, Milan and MKZ will go into
production.  Additionally, Fusion and Milan will be offered in
new hybrid versions.

Last week, Ford announced its global B-car, the Ford Fiesta,
will be produced in North America in early 2010.  Two Fiesta
models will be offered - a sedan and a hatchback - helping feed
customers' growing demand for small cars.

In all, Ford, Lincoln and Mercury car sales to retail customers
were up 20%.  Total car sales, including sales to fleet
customers, were up 4% in May.

In May, crossover sales were lower than a year ago but remained
at high levels as sales for the Ford Escape and Edge, Mercury
Mariner and Lincoln MKX were among the highest recorded.  During
the past two years, sales growth for the company's crossovers
has outpaced the industry.

The company's gains in the small and mid-size car market are
helping to mitigate sharp declines among traditional SUVs (down
44%) and trucks and vans (down 29%) as well as lower sales to
daily rental companies (down 30%).

Ford, Lincoln and Mercury sales totaled 206,000, down 16%.

                     North American Production

Today, the company is confirming the production plans it
announced May 22.  The second-quarter production plan is 690,000
units.  The third-quarter plan is 525,000 units, in the middle
of the range the company announced May 22. The fourth quarter
production plan continues to be in the range of 590,000 to
630,000 units.

                    About Ford Motor Company

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles  
in 200 markets across six continents.  With about 260,000
employees and about 100 plants worldwide, the company's core and
affiliated automotive brands include Ford, Jaguar, Land Rover,
Lincoln, Mercury, Volvo, Aston Martin, and Mazda.  The company
provides financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 27, 2008, Standard & Poor's Ratings Services revised its
outlook on Ford Motor Co. and related entities, including Ford
Motor Credit Co. and FCE Bank PLC, to negative from stable.  At
the same time, S&P affirmed the 'B' long-term and 'B-3' short-
term ratings on Ford and Ford Credit, and the 'B+/B-3' ratings
on FCE.

As reported in the Troubled Company Reporter-Latin America on
May 26, 2008, Moody's Investors Service affirmed the ratings of
Ford Motor Company following the company's announcement that
declining demand in the US market and the ongoing shift in
consumer preference away from trucks and SUVs will result in an
operating loss during 2009, and require further restructuring
initiatives.

The ratings affirmed were Corporate Family Rating at B3;
Probability of Default at B3; secured credit facility rating at
Ba3; senior unsecured debt rating at Caa1; and SGL-1 Speculative
Grade Liquidity rating.

As reported in the Troubled Company Reporter-Latin America on
Feb. 15, 2008, Fitch Ratings affirmed the Issuer Default Ratings
of Ford Motor Company and Ford Motor Credit Company at 'B', and
maintained the Rating Outlook at Negative.


GMAC LLC: Cerberus Denies Reports on Sale of Equity Stake
---------------------------------------------------------
Mark Neporent, Cerberus Capital Management's senior managing
director, chief operating officer, and general officer, responds
to a report in the Financial Times disclosing that the firm had
sold most of its holdings in Chrysler LLC and GMAC LLC amid the
downturn in the U.S. economy and woes in the lending industry.

"Cerberus has not reduced or made any changes to its equity
stakes in GMAC or Chrysler since the closing of either
transaction.  Cerberus continues to have voting control over
both investments.  It is common knowledge, and has been widely
reported, that Cerberus made these investments side-by-side with
its co-investors at the time of closing.  As a general rule,
Cerberus does not commit more than 5% of the capital of any of
its funds to any single investment."

Cerberus has sold "significantly" more than half its equity to
90 investors, Henry Sender at The Financial Times reported on
Monday, citing people familiar with the situation.

Those who bought the stakes include some of Cerberus' own
investors, the report said.

Unnamed sources told FT that the buying group included
Citigroup's private equity arm, Cerberus-controlled Aozora Bank
of Japan, Avenue Capital, Cyrus Capital Partners, DB Zwirn,
Franklin Templeton Investments, Oak Hill Advisors, Oak Hill
Capital Partners, Satellite Capital, Seneca Capital and York
Capital.

Other investors including Golden Tree Asset Management and
Oaktree Capital Management declined to participate, FT said.

FT said investors paid as much as US$1 billion for stakes in one
or both companies.  "By selling equity to others soon after
winning control of the two companies, Cerberus reduced its risks
and earned fees from investors," Mr. Sender reported.

One investor who acquired a small stake in GMAC told FT there
was no time for due diligence.  "It was a 'trust me' kind of
trade," he said.

But investors believe it was a hot deal.  "Everbody wanted in as
part of the gang," that investor told FT.

According to the Troubled Company Reporter on February 21, 2008,
Cerberus said Chrysler was bound to surpass its recovery plan
"on virtually all key metrics."

Cerberus expressed confidence on its capital infusion in
Chrysler and complimented on the leadership of chief executive
Robert Nardelli and co-presidents Tom LaSorda and Jim Press.  
The hedge fund said Chrysler will "fare just fine" with its
US$8 billion cash but continue to warn investors of the risks.

Cerberus also said that GMAC LLC has "strong long-term
prospects."

These compliments came amid the financial pressures that
Chrysler and GMAC are facing due to the crisis in the U.S.
economy.

The Troubled Company Reporter related on Feb. 18, 2008, that
Cerberus founder Stephen Feinberg warned investors of possible
"substantial difficulty" in GMAC.  GMAC struggled with the
decline in the U.S. housing industry and financial markets and
reported a US$724 million loss during the last quarter of 2007.

Mr. Feinberg wrote in a Jan. 22 letter to investors that while
Cerberus has "detailed contingency plans in a continuing
worsening environment . . . if the credit markets continue to
decline and we find ourselves in a prolonged environment of
capital market shutdown, GMAC could run into substantial
difficulty."

The letter outlines worst-case scenarios for investors,
according to Cerberus partner Tim Price.

                   About Cerberus Capital

Cerberus Capital Management LP --
http://www.cerberuscapital.com/-- is a private investment firms   
that provides both financial resources and operational expertise
to undervalued companies.  Cerberus is headquartered in New York
City with affiliates and advisory offices in Atlanta, Chicago,
Los Angeles, London, Baarn, Frankfurt, Tokyo, Osaka and Taipei.

Cerberus holds controlling or significant minority interests in
companies around the world, including 80.1% stake in Chrysler
LLC bought in 2007 from Daimler AG.  Cerberus was also the lead
investor of a group that acquired 51% of GMAC, the financing arm
of General Motors.  In aggregate, these companies currently
generate over US$60 billion in annual revenues.

                     About Chrysler

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                        About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors         
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.  Cerberus Capital
Management LP bought 51% GMAC LLC stake from General Motors
Corp. on December 2006.

In Latin America, the company has operations in Argentina,
Brazil, Chile, Colombia, Ecuador, Mexico, Venezuela.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 7, 2008, Fitch Ratings downgraded the long-term Issuer
Default Rating of GMAC LLC and related subsidiaries to 'BB-'
from 'BB'.  Fitch also downgraded GMAC's unsecured long-term
ratings to 'B+' from 'BB-', reflecting the potential for reduced
recovery in a default scenario should the company encumber
assets.  Additionally, Fitch affirmed the 'B' short-term
ratings.  Fitch said the Rating Outlook remains Negative.

As reported in the Troubled Company Reporter-Latin America on
April 25, 2008, Moody's Investors Service downgraded GMAC LLC's
senior rating to B2 from B1; the rating remains on review for
further possible downgrade.  The action follows Moody's rating
downgrade of ResCap LLC, GMAC's wholly owned residential
mortgage unit, to Caa1 from B2.


INDUSTRIAS METALURGICAS: S&P Rates US$65 Mil. Bonds at 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'B' senior
unsecured debt rating to Industrias Metalurgicas Pescarmona
S.A.I.C.y F.'s upcoming issuance of up to US$65 million short-
term bonds with proposed maturity in 2009.  At the same time,
S&P affirmed its 'B' long-term corporate credit rating on the
company.  The outlook is stable.
      
"We expect proceeds of the issuance to be used mainly to fund
working capital needs, particularly those related to the start-
up of its new wind power equipment manufacturing facility in
Brazil.  Although this issuance would initially result in an
increase in IMPSA's debt levels, the expected increase in funds
generation from its sizable backlog should allow the company to
continue improving its main credit metrics in the medium-term,"
said S&P's credit analyst Ezequiel Gomez-Caceres.  S&P expects
the company's leverage to decrease, when measured as total debt-
to-EBITDA, to around 3.5 in fiscal 2009, compared to 5.3 as of
Jan. 31, 2008 -- excluding US$56 million of nonrecourse debt
from Brazilian wind project, Ceara.  The expected increase in
cash-flow generation would somewhat alleviate the company's
refinancing risk in 2009.
     
The ratings on Industrias Metalurgicas Pescarmona reflect the
company's high leverage, and its exposure to the inherent
volatility of the capital goods industry market and the
fluctuations of the economic activity in the main countries
where the company operates.  The ratings also incorporate the
significant concentration of the company's backlog in a small
number of large-scale projects.  Those factors are partially
mitigated by the company's adequate competitive position in the
hydropower generation turbines business and the crane
manufacturing industry, as well as some geographic
diversification.  The rating also incorporates the expected
improvement in the company's cash generation and financial
profile, resulting from the company's sizable backlog and the
extension of its debt maturity profile, after the company's
refinancing process closed in October 2007.
     
The stable outlook reflects S&P's expectations of higher cash
generation in the short to medium term, which should allow the
company to improve its main credit metrics and alleviate
potential refinancing risk for 2009.  It also assumes the
appropriate completion of the company's main projects, and a
continuing, adequate backlog in the future.  The rating and/or
outlook could come under pressure if there are significant
delays in the execution of its backlog and/or lower-than-
expected operating performance and cash generation, which would
result in an increase in the company's refinancing risk.  Rating
upside, although limited at this point, would depend on a
higher-than-expected growth in backlog and income, which would
allow a significant improvement in credit metrics.

Headquartered in Mendoza, Argentina, Industrias Metalurgicas
Pescarmona S.A.I.C. y F aka. IMPSA -- http://www.impsa.com.ar/  
-- is one of the largest worldwide providers of integrated
energy solutions for hydropower and wind energy projects through
the production of capital goods and by investing in power
generation projects and is 93.73% owned by the Percarmona
family.  The company has offices in Argentina, Brazil, China,
Colombia, Ecuador, USA, the Philippines, India, Malaysia and
Venezuela.


INECA SA: Files for Reorganization in Buenos Aires Court
--------------------------------------------------------
Ineca S.A. has requested for reorganization approval after
failing to pay its liabilities.

The reorganization petition, once approved by the court, will
allow Ineca to negotiate a settlement with its creditors in
order to avoid a straight liquidation.

The case is pending in the National Commercial Court of First
Instance in San Isidro, Buenos Aires.  

The company can be reached at:

         Ineca S.A.
         11 de Septiembre 870
         Pilar, Buenos Aires
         Argentina


LOPEZ DE SALUSTIO: Proofs of Claim Verification Is Until July 23
----------------------------------------------------------------
The court-appointed trustee for Lopez de Salustio Marta A.,
Lopez Jorge B. S.H.'s bankruptcy proceeding will be verifying
creditors' proofs of claim until July 23, 2008.

The trustee will present the validated claims in court as
individual reports on Sept. 15, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Lopez de Salustio and its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of Lopez de Salustio's
accounting and banking records will be submitted in court on
Oct. 27, 2008.


MOSAIC CO: Fitch Upgrades Ratings to BBB from BB+  
-------------------------------------------------
Fitch Ratings has upgraded these ratings of The Mosaic Company
and its subsidiaries, with a Stable Outlook:

The Mosaic Company
-- Issuer Default Rating to 'BBB' from 'BB+';
-- Senior secured revolver to 'BBB+' from 'BBB-';
-- Senior secured term loan to 'BBB+' from 'BBB-';
-- Senior unsecured notes to 'BBB' from 'BB+'.

Mosaic Global Holdings
-- IDR to 'BBB' from 'BB+';
-- Senior unsecured notes and debentures to 'BBB' from 'BB+'.

The ratings for Phosphate Acquisition Partners LP and Mosaic
Colonsay ULC are withdrawn, as no material indebtedness remains
outstanding.

The worldwide demand for wheat, soybeans and corn, working its
way back through the supply chain, has increased the demand for
phosphate and potassium based fertilizers.  This increased
demand has combined with a weak U.S. dollar to produce strong
revenues for Mosaic.  In year-over-year comparisons of average
product prices in the company's third quarter, the prices for
diammonium phosphate almost doubled while muriate of potash
jumped 53%.  Revenues for the first nine months increased 55%
year over year, operating profits before taxes soared more than
six-fold, and fertilizer prices are even higher on current spot
markets.  Mosaic has put these fortunes to good use, reducing
debt by US$707 million over the first nine months of its current
fiscal year while increasing cash by US$714 million.

A poor start to the spring growing season may push the sales of
some product into the fall, but nothing is likely to stand in
the way of increased near-term profits and cash flow.  The next
headwinds, if they appear, may come in 2010 when increased
production capacities come on-stream in the Middle East, Canada,
Belarus and Russia - these could deflate prices.  However, what
has already occurred will likely not be undone, and Mosaic is
using a portion of its cash flow to reinvest in its competitive
positions through low-cost production.  By the end of Mosaic's
fiscal 2009, Fitch projects that the company will have
accumulated cash reserves in excess of US$3 billion.

Cargill, Incorporated (Cargill and Mosaic's 64% shareowner) has
seen its investment grow more than three and one-half times over
the past year.  So far Cargill has made no moves to capitalize
on its investment.  Mosaic supplies Cargill a small amount of
fertilizer, and the companies are linked in a few marketing
ventures. In late October 2008, standstill provisions will
expire, and Cargill will be free to petition for increased Board
membership.  In and of itself this will not warrant a change in
Mosaic's debt ratings.  However, moves to monetize Cargill's
investment through the use of leverage in Mosaic's capital
structure would have ratings' implications.

Mosaic is the No. 1 producer of phosphate fertilizers and the
No. 2 producer of potassium based fertilizers in the world.  
Mosaic earned approximately US$2.37 billion in operating EBITDA
on US$8.03 billion in sales over the latest 12 months ending
Feb. 29, 2008; the company had US$1.65 billion in debt and
US$1.13 billion in cash at that time.  The company has
operations in Argentina and Brazil.


PALMSITE SA: Trustee to File Individual Reports on Sept. 19
-----------------------------------------------------------
Lydia Albite, the court-appointed trustee for Palmsite S.A.'s
bankruptcy proceeding, will present the validated claims as
individual reports in the National Commercial Court of First
Instance in Buenos Aires on Sept. 19, 2008.

Ms. Albite will be verifying creditors' proofs of claim until
Aug. 7, 2008.  He will submit to court a general report
containing an audit of Palmsite's accounting and banking records
on Oct. 31, 2008.

Ms. Albite is also in charge of administering Palmsite's assets
under court supervision and will take part in their disposal to
the extent established by law.

The debtor can be reached at:

           Palmsite S.A.
           Suipacha 612
           Buenos Aires, Argentina

The trustee can be reached at:

           Lydia Albite
           Tacuari 119
           Buenos Aires, Argentina


PUBLICIDAD ENRIQUE: Trustee Verifies Claims Until July 10
---------------------------------------------------------
The court-appointed trustee for Publicidad Enrique C. Silvetti
S.A.'s reorganization proceeding, will be verifying creditors'
proofs of claim until July 10, 2008.

The trustee will present the validated claims in court as  
individual reports on Sept. 4, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the  
trustee's opinion, and the objections and challenges that will  
be raised by Publicidad Enrique and its creditors.

Inadmissible claims may be subject for appeal in a separate  
proceeding known as an appeal for reversal.

A general report that contains an audit of Publicidad Enrique's
accounting and banking records will be submitted in court on
Oct. 17, 2008.

Creditors will vote to ratify the completed settlement plan  
during the assembly on April 20, 2009.

The debtor can be reached at:

                     Publicidad Enrique C. Silvetti S.A.
                     Paraguay 755
                     Buenos Aires, Argentina


QUANTUM CORP: S&P Changes Outlook to Stable After Weak Results
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on San
Jose, California-based Quantum Corp. to stable from positive
following the company's weak first-quarter results and
expectations for continued weakness until new products gain
traction.  At the same time, S&P affirmed the ratings on
Quantum, including the 'B' corporate credit rating.
   
"The rating reflects the company's product concentration in
legacy tape-related storage, challenges to upgrade and update
its product offering, and high leverage," said Standard & Poor's
credit analyst Lucy Patricola.  "These factors are offset
partially by consistent cash flow generation, a good market
position, and adequate liquidity."
   
Headquartered in San Jose, California, Quantum Corp. (NYSE: QTM)
-- http://www.quantum.com/-- is a global leader in storage,
delivers highly reliable backup, recovery and archive solutions
that meet demanding requirements for data integrity and
availability with superior price/performance and comprehensive
service and support.  Quantum offers customers of all sizes an
unparalleled range of solutions, from leading tape drive and
media technologies, autoloaders and libraries to disk-based
backup systems.  In Latin America, the company has distributors
in Argentina, Brazil, Chile, Mexico and Puerto Rico.  In Europe,
the company maintains operations in Denmark, Czech Republic,
Romania, Portugal, France, Germany, and the United Kingdom.


RESIDENTIAL CAPITAL: Outlines Initiatives to Stabilize Liquidity
----------------------------------------------------------------
GMAC Financial Services and its wholly-owned mortgage
subsidiary, Residential Capital LLC, have outlined a series of
initiatives aimed at stabilizing the liquidity position of the
mortgage unit and pursuing sufficient funding to operate the
business to comply with covenants in its finance agreements.  
The initiatives include extending near-term debt maturities,
refinancing credit facilities, extending new facilities and the
sale of assets.

GMAC and ResCap have been working with their banking partners on
plans to refinance various credit lines at both companies.  The
companies are currently in the process of finalizing the credit
facilities and expect to announce details shortly.

In May, ResCap launched private debt tender and exchange offers
to extend near-term maturities and provide financial
flexibility.  Interim results of the exchange were announced on
May 21, 2008 and reflected approximately 80% of notes tendered
maturing 2008 – 2009 and approximately 63% of notes tendered
maturing 2010 - 2015.  In addition, GMAC disclosed that it is in
negotiations to provide ResCap with a new US$3.5 billion senior
secured credit facility.

Moreover, GMAC and ResCap have reached an agreement for GMAC to
contribute to ResCap approximately US$250 million principal
amount of ResCap's Floating Rate Notes due June 2008, in
exchange for additional ResCap preferred units, which are
exchangeable at GMAC's option at any time after Jan. 1, 2009,
subject to certain conditions, into preferred units of IB
Finance Holdings, LLC, the owner of GMAC Bank.  GMAC also
tendered approximately US$93 million principal amount of
ResCap's 8.125% Notes due 2008, in exchange for new notes.

As previously disclosed, in order to satisfy its liquidity needs
and comply with anticipated covenants to be included in new debt
agreements requiring maintenance of minimum cash balances,
ResCap believed it was required to consummate in the near term
certain asset sales or other capital generating actions over and
above its normal mortgage finance activities and previously
budgeted asset sales to provide additional cash of approximately
US$600 million by June 30, 2008.

In addition to such amount, ResCap now estimates that it may
require additional cash of up to approximately US$1.4 billion to
meet its near term liquidity needs based upon internal cash
forecasts targeting sufficient cash surpluses and to satisfy its
anticipated cash covenants.  The additional cash requirement is
primarily the result of the inability to consummate certain
asset sales, due to adverse conditions, aggregating
approximately US$1.3 billion, which were previously included in
its liquidity forecast and expected to be completed by June 30,
as well as other factors (including the adverse movement of
hedge collateral, decreases in advance rates under certain of
our bilateral facilities and fees in connection with the
amendment and extension of our bilateral facilities).  There can
be no assurance that ResCap's liquidity needs will not be
greater or less than currently anticipated as a result of
additional factors and events.  If liquidity needs are greater,
ResCap may be unable to independently satisfy its near-term
liquidity requirements.

Due to these increased near-term liquidity needs, and as part of
its refinancing activities, ResCap has reached agreements in
principle with GMAC LLC or its designee(s) and Cerberus Capital
Management, L.P. or its designee(s) to undertake the
transactions in order to satisfy such liquidity needs, as well
as provide additional cushion.

  (a) GMAC has agreed to acquire 100% of ResCap's resort finance
      business, including its subsidiary, RFC Resort Funding,
      LLC, for a cash purchase price equal to the fair market
      value of the business.  The Resort Finance business is not
      part of the primary collateral securing the proposed
      senior secured credit facility with GMAC or the notes
      being offered in ResCap's private exchange offers.  The
      initial purchase price will be equal to 90% of the net
      book value of the Resort Finance business at closing, less
      outstanding indebtedness under both the related GMAC
      secured credit facility and a third-party credit facility
      funding the Resort Finance business as of such date.  On
      June 3, 2008, ResCap will receive an initial deposit of
      US$250 million, representing approximately 73.5% of the
      net book value of the Resort Finance business.  The fair
      market value of the Resort Finance business will be
      determined by one or more independent, third-party
      valuations.  If the fair value is independently determined
      to be greater or less than the net book value of the
      business, GMAC and ResCap will promptly settle the
      difference between such amounts.  As of April 30, 2008,
      the net book value of the Resort Finance business was
      US$1,445 million; and, as of May 30, 2008, outstanding
      indebtedness under the GMAC secured credit facility was
      US$730 million and outstanding indebtedness under the
      third-party credit facility was US$375 million.  The
      purchase agreement will contain representations, covenants
      and indemnities that are customary for similar types of
      transactions and consummation of the purchase of the
      Resort Finance business is subject to customary closing
      conditions.  This transaction is expected to close within
      15 business days following the date ResCap receives the
      initial deposit of US$250 million.

  (b) RFC and GMAC Commercial Finance, LLC have agreed to enter
      into a Receivables Factoring Facility, pursuant to which
      certain receivables due from mortgagors with respect to
      which RFC has made servicing advances will be purchased by        
      GMAC CF from RFC on a non-recourse basis, excluding
      collection services.  The servicing advances are part of
      the primary collateral securing the proposed senior
      secured credit facility with GMAC and the new notes being
      offered in ResCap's private exchange offers, and the
      proceeds from the Receivables Facility would be reinvested
      in additional servicing advances that would be primary
      collateral.  The maximum aggregate amount of receivables
      to be purchased pursuant to the Receivables Facility will
      be equal to the lesser of (1) US$600 million and (2) the
      aggregate amount of eligible receivables less a
      commercially reasonable discount rate and reserves.  The
      Receivables Facility will mature one year from closing,
      subject to early termination for customary events of
      default.  The Receivables Facility contains
      representations, covenants and indemnities that are
      customary in similar facilities and is subject to
      customary closing conditions.  This transaction is
      expected to close no later than June 15, 2008, and
      US$500 million of receivables is expected to be sold in
      June 2008.

  (c) Cerberus has committed to purchase certain assets of
      ResCap with a carrying value of approximately
      US$475 million for consideration consisting of
      US$225 million in cash and a Series B junior preferred
      membership interest in a newly- formed entity, which will
      not be a subsidiary of ResCap and the managing member of
      which will be an affiliate of Cerberus.  Newco would
      purchase from ResCap model home assets of each of GMAC
      Model Home Finance, LLC, KBOne, LLC, LENOne, LLC, GMCMTH,
      LLC and WPSHOne, LLC through an acquisition of the equity
      of such entities and, if any such assets are not
      reasonably acceptable to Cerberus, such other assets as
      may be mutually acceptable.  To the extent that the
      Subject Assets include model home assets, such assets are
      part of primary collateral securing the proposed senior
      secured credit facility with GMAC and the new notes being
      offered in ResCap's private exchange offers, but the
      proceeds of which are subject to certain exceptions from
      the asset sale covenant under the proposed indentures
      governing the new notes.  If the Subject Assets are
      primary collateral, then, subject to the exceptions from
      the asset sale covenant, the sale proceeds would be
      applied in compliance with such indentures.

      For purposes of financing Newco's purchase of the Subject        
      Assets, Cerberus will enter into a term loan with Newco in
      a principal amount equal to the Cash Amount.  The term
      loan would bear interest at a rate of 15% per annum and
      would compound quarterly to the extent not paid in cash.
      The term loan would mature on June 30, 2013 and be secured
      by a pledge of all of the assets of Newco.

      Cerberus will receive all of the Series A preferred
      membership interests of Newco in an aggregate amount equal
      to US$10,000, plus all amounts contributed to Newco by
      Cerberus following the closing to fund expenses associated
      with the Subject Assets and their disposition.  The Series
      A senior preferred membership interests would be entitled
      to a preferred return equal to the difference between (I)
      the greater of (x) 20% of the Cash Amount and (y) a 20%
      per annum return on the aggregate amount of the initial
      US$10,000 investment, the Cash Amount and any additional
      capital contributions by Cerberus to Newco, compounded
      annually, and (II) the interest paid on the term loan.
      Cerberus would also receive all of the common membership
      interests of Newco.

      The Series B junior preferred membership interest will be
      issued to ResCap with a liquidation preference equal to
      the difference (but not greater than US$250 million)
      between the net book value at closing of the Subject
      Assets, as set forth in the books of ResCap, and the Cash
      Amount, which liquidation preference would increase by a
      preferred return of 20% per annum, compounded annually.
      After payment in full of the term loan, the holders of the
      Series A senior preferred membership interests will be
      entitled to receive all distributions from Newco (whether
      from interest or principal payments, sale of assets or
      upon liquidation) prior to any distributions on the Series
      B junior preferred membership interests or any other
      membership interests.  Following payment of the return of
      the Series A senior preferred membership interests, ResCap
      would be entitled to receive full payment of the
      liquidation preference of the Series B junior preferred
      membership interests and then Cerberus, as holder of the
      common membership interests, would be entitled to receive
      any remaining surplus.

      ResCap will pledge all of the Series B junior preferred
      membership interests to secure the proposed senior secured
      credit facility with GMAC and the new notes being offered
      in ResCap's private exchange offers.

      Newco will be committed to effectuate the orderly sale of
      the Subject Assets in arms-length transactions through the
      retention of nationally recognized brokers.  The Subject
      Assets would be sold through an auction process or such
      other process as recommended by such brokers, and all
      sales of the Subject Assets would be subject to the
      approval of Newco's managing member.

      Cerberus' commitment is subject to customary closing
      conditions, including the consummation of ResCap's private
      debt tender and exchange offers.  This transaction is
      expected to close by June 5, 2008.

  (d) Cerberus has committed to purchase certain assets of
      ResCap at ResCap's option consisting of performing and
      non-performing mortgage loans and mortgage-backed
      securities for net cash proceeds of US$300 million.  
      ResCap will commence identifying the assets proposed to be
      sold to Cerberus.  If Cerberus disputes that the fair
      market value of such identified assets is at least
      US$300 million, ResCap may designate additional performing
      and non-performing mortgage loans and mortgage-backed
      securities for sale to Cerberus.  If requested by ResCap
      within 10 days following the sale of such assets to
      Cerberus, Cerberus would then sell such assets pursuant to
      an auction process, which in ResCap's discretion may be on
      an "As Is, Where Is" basis, and the auction sale of such
      assets will be consummated within 30 days following the
      asset sale to Cerberus.  To the extent that such assets
      are sold pursuant to such auction process for more than
      US$300 million in net cash proceeds, Cerberus will make an
      equity contribution to ResCap of the excess amount, less
      the costs and expenses and net of taxes, if any, incurred
      by Cerberus in connection with such auction sale.
      Cerberus' commitment is subject to customary conditions,
      including the receipt by ResCap of a fairness opinion from
      a nationally recognized investment banking, accounting or
      appraisal firm.

In addition, ResCap intends, but is not obligated, to undertake
an orderly sale of certain assets of ResCap consisting of
performing and non-performing mortgage loans and mortgage-backed
securities in arms-length transactions through the retention of
nationally recognized brokers.  Cerberus has committed to make
firm bids to purchase the Auction Assets for net cash proceeds
of US$650 million.  ResCap will commence identifying the Auction
Assets.  If Cerberus disputes that the fair market value of such
identified assets is at least US$650 million, ResCap may
designate additional performing and non-performing mortgage
loans and mortgage-backed securities as Auction Assets.  The
Auction Assets would be sold pursuant to an auction process on
an "As Is, Where Is" basis and such auction process would be
conducted in such manner as recommended by such brokers.  If
ResCap elects to undertake auction sales of the Auction Assets,
ResCap will conduct an auction on or prior to July 31, 2008 for
certain of the Auction Assets and another auction on or prior to
Aug. 31, 2008 for the remaining Auction Assets.  Cerberus'
commitment is subject to customary conditions, including
the consummation of the sale of the Auction Assets on or prior
to Aug. 31, 2008.

ResCap has no obligation to undertake either of the "As Is,
Where Is" auctions.  The assets subject to such auction sales
may or may not be primary collateral securing the proposed
senior secured credit facility with GMAC and the new notes being
offered in ResCap's private exchange offers.  To the extent that
such assets are primary collateral, the proceeds from the sale
of such assets would then be applied in compliance with the
proposed indentures governing the new notes.

ResCap believes that each of the transactions complies with the
proposed indentures governing the new notes being offered in
ResCap's private exchange offers as if such indentures were in
effect and governing such transactions.  The consummation of
each of the transactions is subject to a number of conditions;
accordingly, there is no assurance that all of the transactions
will be consummated or that they will be consummated within the
timeframes.

                    About Residential Capital

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by
GMAC LLC.  Its Latin American operations are located in
Argentina, Brazil, Chile, Colombia, Mexico and Venezuela.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 7, 2008, Moody's Investors Service downgraded to Ca, from
Caa1, its ratings on the senior debt of Residential Capital, LLC
subject to the bond exchange announced by ResCap on May 2, 2008.  
The rating of ResCap's approximately US$1.2 billion of bonds
maturing on June 9, 2008 was affirmed at Caa1.  All ratings
remain under review for downgrade.

Standard & Poor's Ratings Services lowered selected ratings on
Residential Capital LLC, including lowering the long-term
corporate credit rating to 'CC' from 'CCC+', following the
company's launch of an exchange offer for unsecured bonds that
S&P interpret as a distressed debt exchange.  The ratings remain
on CreditWatch with negative implications, where they were
placed on April 24, 2008.

Fitch Ratings has downgraded Residential Capital LLC's Issuer
Default Rating to 'C' from 'BB-' following the company's debt
exchange offer announcement.  ResCap remains on Rating Watch
Negative pending execution of the debt exchange offer.  Upon
completion of the exchange, Fitch will downgrade ResCap's IDR to
'D' indicating a default has occurred in accordance with Fitch's
criteria on distressed debt exchanges.


RESIDENTIAL CAPITAL: GMAC Raises Funding to US$1,200,000,000
------------------------------------------------------------
On June 1, 2008, GMAC LLC and Residential Capital, LLC, entered
into an amendment to a Loan and Security Agreement, dated as of
April 18, 2008, among GMAC LLC, as lender, and Residential
Funding Company, LLC and GMAC Mortgage, LLC, as borrowers.  The
amendment to the MSR Facility increases the maximum facility
amount from US$750 million to US$1.2 billion and increases the
advance rate from 50% to 85%.  The other terms and provisions of
the MSR Facility will remain unchanged.  The collateral securing
the MSR facility is not part of the primary collateral securing
the proposed senior secured credit facility with GMAC or the new
notes being offered in ResCap's private exchange offers.  ResCap
expects to draw approximately US$450 million under the amended
MSR Facility on June 3, 2008.

As reported in the Troubled Company Reporter on May 7, 2008,
ResCap disclosed that it is highly leveraged relative to its
cash flow, and its liquidity position has been declining.  
According to a Securities and Exchange Commission filing, ResCap
said there is a significant risk that the company will not be
able to meet its debt service obligations, be unable to meet
certain financial covenants in its credit facilities, and be in
a negative liquidity position in June 2008.  

As previously reported, ResCap anticipates that its new debt
agreements will include covenants to maintain minimum cash
balances.  To comply with these covenants and to satisfy its
liquidity needs, ResCap expects that it will be required, even
if it successfully implements all of the proposed actions, to
generate capital in the near term through asset sales or other
actions in addition to its normal mortgage finance activities,
to obtain additional cash of approximately US$600 million by
June 30, 2008.  This additional cash requirement is an estimate
based upon ResCap's internal monthly cash forecasts targeting
sufficient cash surpluses to prudently operate its business and
remain in excess of anticipated cash covenants.

TCR previoulsy disclosed that if ResCap is unsuccessful in
executing the financing transactions, including additional
liquidity actions, it would have a material adverse effect on
GMAC, which could result in a further impairment of GM's
investments in GMAC and could disrupt GMAC's ability to finance
GM's dealers and customers.

According to a U.S. Securities & Exchange Commission filing,
GMAC Financial Services and its wholly-owned mortgage
subsidiary, ResCap, have outlined a series of initiatives aimed
at stabilizing the liquidity position of the mortgage unit and
pursuing sufficient funding to operate the business to comply
with covenants in its finance agreements.  The initiatives
include extending near-term debt maturities, refinancing credit
facilities, extending new facilities and the sale of assets.

GMAC and ResCap have been working with their banking partners on
plans to refinance various credit lines at both companies.  The
companies are currently in the process of finalizing the credit
facilities and expect to announce details shortly.

                           About GM

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars
and trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security
and information services.

                         About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors       
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.  Cerberus Capital
Management LP bought 51% GMAC LLC stake from General Motors
Corp. on December 2006.

                          About ResCap

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by
GMAC LLC.  Its Latin American operations are located in
Argentina, Brazil, Chile, Colombia, Mexico and Venezuela.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 7, 2008, Moody's Investors Service downgraded to Ca, from
Caa1, its ratings on the senior debt of Residential Capital, LLC
subject to the bond exchange announced by ResCap on May 2, 2008.  
The rating of ResCap's approximately US$1.2 billion of bonds
maturing on June 9, 2008 was affirmed at Caa1.  All ratings
remain under review for downgrade.

Standard & Poor's Ratings Services lowered selected ratings on
Residential Capital LLC, including lowering the long-term
corporate credit rating to 'CC' from 'CCC+', following the
company's launch of an exchange offer for unsecured bonds that
S&P interpret as a distressed debt exchange.  The ratings remain
on CreditWatch with negative implications, where they were
placed on April 24, 2008.

Fitch Ratings has downgraded Residential Capital LLC's Issuer
Default Rating to 'C' from 'BB-' following the company's debt
exchange offer announcement.  ResCap remains on Rating Watch
Negative pending execution of the debt exchange offer.  Upon
completion of the exchange, Fitch will downgrade ResCap's IDR to
'D' indicating a default has occurred in accordance with Fitch's
criteria on distressed debt exchanges.


SAVITAR SACIF: Trustee Verifies Proofs of Claim Until July 16
-------------------------------------------------------------
The court-appointed trustee for Sevitar S.A.C.I.F.'s  
reorganization proceeding, will be verifying creditors' proofs  
of claim until July 16, 2008.

The trustee will present the validated claims in court as  
individual reports.  The National Commercial Court of First  
Instance in Buenos Aires will determine if the verified claims
are admissible, taking into account the trustee's opinion, and
the objections and challenges that will be raised by Sevitar and
its creditors.

Inadmissible claims may be subject for appeal in a separate  
proceeding known as an appeal for reversal.

A general report that contains an audit of Sevitar's accounting  
and banking records will be submitted in court.

Infobae didn't state the reports submission deadlines.

The debtor can be reached at:

                   Sevitar S.A.C.I.F.
                   Corrientes 1585
                   Buenos Aires, Argentina


TYSON FOODS: Reports Improved Cost Structure on Beef Business
-------------------------------------------------------------
Tyson Foods Inc. has disclosed, during the Stephens Inc. Spring
Investment Conference in New York City, that strategic changes
over the past two years have significantly improved the cost
structure of company's beef business.  The company also
continues to make progress in its efforts to convert by-products
into fuel and other higher margin items.

Over the past two years Tyson has reduced its finished capacity
by nearly 8,000 head per day by suspending slaughter operations
at three locations in areas with low cattle availability.  This
includes the closure of plants at Boise, Idaho, and West Point,
Nebraska, and the restructuring of operations at Emporia,
Kansas.

"Reducing our beef production capacity and focusing on regions
with more available cattle have made our operations more
efficient," said Noel White, a senior vice president for Tyson
Fresh Meats.  "We've improved the balance between our capacity
and available cattle.  We've also succeeded in making other
operational improvements in both our beef and pork plants."

Tyson's pork business has been bolstered by strong exports. The
weak U.S. dollar and the price of live hogs and other inputs
costs compared to other countries have worked in favor of the
U.S. pork industry.  The USDA projects steady growth for U.S.
pork exports over the next 10 years.

Tyson's efforts to revolutionize the conversion of raw materials
and by-products into high-margin initiatives currently involve
four growth platforms: renewable energy, pet products, bio-tech,
and nutraceuticals (nutritional supplements).

Jeff Webster, senior vice president of Tyson's Renewable
Products Division, provided an update on the company's strategic
alliance with ConocoPhillips to convert fat into a first-of-its-
kind renewable diesel fuel.  The two companies experienced a
successful start-up in December 2007 and are now producing 300
to 500 barrels of renewable diesel per day.

"The progress we've made in producing renewable diesel helps
animal agriculture and does not directly impact the food chain,"
Mr. Webster said.  "We hope future decisions by Congress
regarding investment incentives do not impede our company's
ability to make these contributions."

Webster also discussed Tyson's participation in Dynamic Fuels, a
joint venture between Syntroleum Corporation (Nasdaq:SYNM) and
Tyson, to convert low grade, inedible fats and greases into
renewable synthetic diesel, jet and military fuel.  Dynamic
Fuels has secured preliminary approval for US$100 million in tax
exempt Gulf Opportunity Zone (GO Zone) Bonds to fund the
building of the company's first renewable synthetic fuels
facility in Geismar, Louisiana.

Equipment requiring a long lead time has been ordered, process
engineering for the project is completed and final cost
estimates are expected this month.  Construction is expected to
begin in the fall of 2008 with start-up planned for the first
quarter of 2010.  Once in operation, the plant is expected to
produce about 75 million gallons of renewable synthetic fuel
annually.

Webster also talked about Tyson's partnership with other
companies to produce such items as pet food products, super
absorbent materials, collagen-based products and protein
supplements.  For example, earlier this year, Tyson and Kemin
Industries, Inc. formed a strategic alliance to develop,
manufacture, market and sell liquid and dry flavor-enhancers
known as palatants, to the North American pet food market.

During the presentation, Noel White also noted a routine test on
a flock of Tyson breeder hens in Arkansas recently indicated the
presence of antibodies for H7N3 avian influenza.  The 15,000
chickens involved showed no signs of illness and the situation
poses no risk to human health.  Even though the affected birds
did not currently have the virus, they were destroyed as a
precautionary measure and will not enter the human food chain.

As a result of the discovery, the U.S. has voluntarily suspended
any poultry exports from Arkansas to Russia for 90 days and
Japan has decided to implement a temporary ban.  However, Tyson
expects to continue to serve its customers in those countries by
providing product from company plants in other states.  Tyson
officials do not believe this matter will have a material impact
on the company's business.

Based in Springdale, Arkansas, Tyson Foods, Inc. (NYSE:TSN) --
http://www.tysonfoods.com/-- is a processor and marketer of
chicken, beef, and pork.  The company makes a wide variety of
protein-based and prepared food products at its 123 processing
plants.  Tyson has approximately 114,000 Team Members employed
at more than 300 facilities and offices in 26 states and 80
countries.

Tyson's U.S. beef plants are located in Amarillo, Texas; Dakota
City, Nebraska; Denison, Iowa; Finney County, Kansas; Joslin,
Illinois, Lexington, Nebraska and Pasco, Washington.  The
company also has a beef complex in Canada, and is involved in a
vertically integrated beef operation in Argentina.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 8, 2008, Moody's Investors Service confirmed Tyson Foods,
Inc.'s corporate family rating and probability of default rating
at Ba1.  Moody's said the rating outlook remains negative.



=============
B A H A M A S
=============

CENVEO CORP: S&P Puts 'BB-' Rating on Planned US$175MM Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services has assigned its issue-level
and recovery ratings to Cenveo Corp.'s proposed US$175 million
senior notes due 2016.  The notes were rated 'BB-' with a
recovery rating of '4', indicating that lenders can expect
average (30% to 50%) recovery in the event of payment default.

Proceeds will be used to remarket the company's existing
US$175 million senior unsecured loan that was issued for the
purpose of financing the acquisition of Commercial Envelope on
Aug. 30, 2007.  Cenveo will not receive any of the proceeds from
the sale of the notes.
   
All other ratings on the company, including the 'BB-' corporate
credit rating, were affirmed.  The rating outlook is stable.
   
"The 'BB-' corporate credit rating reflects Cenveo's high
leverage and participation in highly competitive and fragmented
markets," said Standard & Poor's credit analyst Mike Listner.  
"These factors are offset by strong improvements in recent years
to the firm's profitability and cash flow generation, increased
cash flow diversity as a result of acquisitions, and the
company's success in integrating and realizing synergies from
recent acquisitions."
   
Although Cenveo has diversified revenue through successfully
integrating acquisitions, the company is still susceptible to
the volume and pricing pressures encountered by the printing
industry in the current economic cycle.  Consequently, Cenveo
experienced slight year-over-year declines in operating margins
in its printing and envelope businesses in the first quarter of
2008 due to higher material costs and restructuring charges.  
Despite the operating challenges posed by the current economic
climate, the 'BB-' rating reflects the expectation that
management will take prudent measures to effectively manage its
cost structure and preserve profitability.

Headquartered in Stamford, Connecticut, Cenveo, Inc., is one of
North America's leading providers of print and visual
communications, with one-stop services from design through
fulfillment.  The company's broad portfolio of services and
products include commercial printing, envelopes, labels,
packaging and business documents delivered through a network of
production, fulfillment and distribution facilities throughout
North America.  Cenveo Corp. is Cenveo Inc.'s wholly owned
subsidiary.

Cenveo acquired Cadmus Communications in a merger completed on
March 2007.  The company has operations in the US, India and
the Caribbean Rim, particularly in the Bahamas, Cuba, Jamaica,
Haiti, Dominican Republic, Puerto Rico, and Belize.



=============
B E R M U D A
=============

COLCHESTER ALPHA: Proofs of Claim Filing Is Until June 20
---------------------------------------------------------
The Colchester Alpha 3X Fund Limited's creditors are given until
June 20, 2008, to prove their claims to Jennifer Y. Fraser, the
company's liquidator, or be excluded from receiving any
distribution or payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

The Colchester Alpha's shareholders agreed on May 30, 2008, to
place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

         Jennifer Y. Fraser
         Canon's Court, 22 Victoria Street
         Hamilton, Bermuda


COLCHESTER ALPHA: Will Hold Final Shareholders Meeting on July 8
----------------------------------------------------------------
The Colchester Alpha 3X Fund Limited will hold its final general
meeting on July 8, 2008, at 9:00 a.m. at Canon's Court, 22
Victoria Street, Hamilton, Bermuda.

These matters will be taken up during the meeting:

   -- receiving an account showing the manner in which
      the winding-up of the company has been conducted
      and its property disposed of and hearing any
      explanation that may be given by the liquidator;

   -- determination by resolution the manner in
      which the books, accounts and documents of the
      company and of the liquidator shall be
      disposed; and

   -- passing of a resolution dissolving the
      company.

The Colchester Alpha's shareholders agreed on May 30, 2008, to
place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

         Jennifer Y. Fraser
         Canon's Court, 22 Victoria Street
         Hamilton, Bermuda


COLCHESTER ALPHA 3X: Proofs of Claim Filing Deadline Is June 20
---------------------------------------------------------------
The Colchester Alpha 3X Master Fund Limited's creditors are
given until June 20, 2008, to prove their claims to Jennifer Y.
Fraser, the company's liquidator, or be excluded from receiving
any distribution or payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

The Colchester Alpha's shareholders agreed on May 30, 2008, to
place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

         Jennifer Y. Fraser
         Canon's Court, 22 Victoria Street
         Hamilton, Bermuda


COLCHESTER ALPHA 3X: Sets Final Shareholders Meeting for July 8
---------------------------------------------------------------
The Colchester Alpha 3X Master Fund Limited will hold its final
general meeting on July 8, 2008, at 9:30 a.m. at Canon's Court,
22 Victoria Street, Hamilton, Bermuda.

These matters will be taken up during the meeting:

   -- receiving an account showing the manner in which the
      winding-up of the company has been conducted and its
      property disposed of and hearing any explanation that may
      be given by the liquidator;

   -- determination by resolution the manner in which the books,
      accounts and documents of the company and of the
      liquidator shall be disposed; and

   -- passing of a resolution dissolving the company.

The Colchester Alpha's shareholders agreed on May 30, 2008, to
place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

         Jennifer Y. Fraser
         Canon's Court, 22 Victoria Street
         Hamilton, Bermuda


DEPOSITARY (BERMUDA): Proofs of Claim Filing Is Until June 20
-------------------------------------------------------------
Depositary (Bermuda) Limited's creditors are given until
June 20, 2008, to prove their claims to Jennifer Y. Fraser, the
company's liquidator, or be excluded from receiving any
distribution or payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

Depositary (Bermuda)'s shareholders agreed on May 30, 2008, to
place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

         Jennifer Y. Fraser
         Canon's Court, 22 Victoria Street
         Hamilton, Bermuda


DEPOSITARY (BERMUDA): Sets Final Shareholders Meeting for July 8
----------------------------------------------------------------
Depositary (Bermuda) Limited will hold its final general meeting
on July 8, 2008, at 10:00 a.m. at Canon's Court, 22 Victoria
Street, Hamilton, Bermuda.

These matters will be taken up during the meeting:

   -- receiving an account showing the manner in which the
      winding-up of the company has been conducted and its
      property disposed of and hearing any explanation that may
      be given by the liquidator;

   -- determination by resolution the manner in which the books,
      accounts and documents of the company and of the
      liquidator shall be disposed; and

   -- passing of a resolution dissolving the company.

Depositary (Bermuda)'s shareholders agreed on May 30, 2008, to
place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

         Jennifer Y. Fraser
         Canon's Court, 22 Victoria Street
         Hamilton, Bermuda


MAN MAC: Proofs of Claim Filing Deadline Is June 18
---------------------------------------------------
Man Mac Todi 17B Limited's creditors are given until June 18,
2008, to prove their claims to Beverly Mathias, the company's
liquidator, or be excluded from receiving any distribution or
payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

Man Mac's shareholders agreed on May 30, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

         Beverly Mathias
         c/o Argonaut Limited
         Argonaut House, 5 Park Road
         Hamilton HM O9, Bermuda


MAN MAC: Sets Final Shareholders Meeting for July 8
---------------------------------------------------
Man Mac Todi 17B Limited will hold its final general meeting on
July 8, 2008, at 9:30 a.m. at Argonaut Limited, Argonaut House,
5 Park Road, Hamilton HM O9, Bermuda.

These matters will be taken up during the meeting:

   -- receiving an account showing the manner in which the
      winding-up of the company has been conducted and its
      property disposed of and hearing any explanation that may
      be given by the liquidator;

   -- determination by resolution the manner in which the books,
      accounts and documents of the company and of the
      liquidator shall be disposed; and

   -- passing of a resolution dissolving the company.

Man Mac's shareholders agreed on May 30, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

         Beverly Mathias
         c/o Argonaut Limited
         Argonaut House, 5 Park Road
         Hamilton HM O9, Bermuda


ORN EVENT: Proofs of Claim Filing Deadline Is June 20
-----------------------------------------------------
Orn Event Fund International Limited's creditors are given until
June 20, 2008, to prove their claims to Ian Pilgrim, the
company's liquidator, or be excluded from receiving any
distribution or payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

Orn Event's shareholders agreed on June 3, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

         Ian Pilgrim
         c/o Mayflower Management Services Limited
         Bamboo Gate, 11 Harbour Road
         Paget PG01, Bermuda


ORN EVENT: Sets Final Shareholders Meeting for July 5
-----------------------------------------------------
Orn Event Fund International Limited will hold its final general
meeting on July 5, 2008, at 10:00 a.m. at Bamboo Gate, 11
Harbour Road, Paget PG01, Bermuda.

These matters will be taken up during the meeting:

   -- receiving an account showing the manner in which the
      winding-up of the company has been conducted and its
      property disposed of and hearing any explanation that may
      be given by the liquidator;

   -- determination by resolution the manner in which the books,
      accounts and documents of the company and of the
      liquidator shall be disposed; and

   -- passing of a resolution dissolving the company.

Orn Event's shareholders agreed on June 3, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

         Ian Pilgrim
         c/o Mayflower Management Services Limited
         Bamboo Gate, 11 Harbour Road
         Paget PG01, Bermuda


ORN MULTI-STRATEGY: Proofs of Claim Filing Is Until June 20
-----------------------------------------------------------
Orn Multi-Strategy Fund Ltd.'s creditors are given until
June 20, 2008, to prove their claims to Ian Pilgrim, the
company's liquidator, or be excluded from receiving any
distribution or payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

Orn Multi-Strategy's shareholders agreed on June 3, 2008, to
place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

         Ian Pilgrim
         c/o Mayflower Management Services Limited
         Bamboo Gate, 11 Harbour Road
         Paget PG01, Bermuda


ORN MULTI-STRATEGY: Final Shareholders Meeting Is on July 5
-----------------------------------------------------------
Orn Multi-Strategy Fund Ltd. will hold its final general meeting
on July 5, 2008, at 10:00 a.m. at Bamboo Gate, 11 Harbour Road,
Paget PG01, Bermuda.

These matters will be taken up during the meeting:

   -- receiving an account showing the manner in which the
      winding-up of the company has been conducted and its
      property disposed of and hearing any explanation that may
      be given by the liquidator;

   -- determination by resolution the manner in which the books,
      accounts and documents of the company and of the
      liquidator shall be disposed; and

   -- passing of a resolution dissolving the company.

Orn Multi-Strategy's shareholders agreed on June 3, 2008, to
place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

         Ian Pilgrim
         c/o Mayflower Management Services Limited
         Bamboo Gate, 11 Harbour Road
         Paget PG01, Bermuda


PRIMUS LIMITED: Final Shareholders Meeting Is on July 4
-------------------------------------------------------
Primus Limited will hold its final general meeting on
July 4, 2008, at 10:00 a.m. at PricewaterhouseCoopers,
Dorchester House, 7 Church Street, Hamilton, HM 11, Bermuda.

These matters will be taken up during the meeting:

   -- receiving an account showing the manner in which the
      winding-up of the company has been conducted and its
      property disposed of and hearing any explanation that may      
      be given by the liquidator;

   -- determination by resolution the manner in which the books,
      accounts and documents of the company and of the
      liquidator shall be disposed; and

   -- passing of a resolution dissolving the company.

Primus' shareholders agreed on June 2, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

         Nigel J.S. Chatterjee
         PricewaterhouseCoopers
         Dorchester House, 7 Church Street
         Hamilton, HM 11, Bermuda


SEA CONTAINERS: SCL Committee Says Pension Pact Not Important
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Sea Containers
Ltd. rejected a proposed settlement resolving the pension
schemes issue in the Debtors' cases, saying that the settlement
is not of "paramount interest" to the Debtors' reorganization or
to the creditors.

The hearing to consider approval of the settlement among the
Debtors, the Official Committee of Unsecured Creditors of Sea
Containers Services Ltd., and the trustees of the Sea Containers
1983 Pension Scheme and the Sea Containers 1990 Pension Scheme,
resolving the Trustees' claims and other issues relating to the
Pension Schemes, commenced on May 28, 2008.

Prior to the scheduled hearing, the SCL Committee sought
permission from the Honorable Kevin J. Carey of the U.S.
Bankruptcy Court for the District of Delaware to file under seal
its objection to the Pension Claims Settlement due to certain
confidential information.

Roberta A. DeAngelis, acting United States Trustee for Region 3,
however, informed Judge Carey that only a very small portion of
the SCL Committee's objection may be considered as truly
confidential.  She asserted that the request to file the
objection under seal is not supported by the U.S. Bankruptcy
Code or the Federal Rules of Bankruptcy Procedure.  Accordingly,
Ms. DeAngelis asked the Court to place narrow limits upon
sealing the documents.

On May 29, 2008, Judge Carey allowed the SCL Committee to file
its objection in redacted form.

The SCL Committee argued that the Pension Settlement would drain
the bankruptcy estate of Sea Containers Ltd. of US$268,000,000,
consisting of US$194,000,000 for the Pension Claim,
US$69,000,000 for equalization reserve, and US$5,000,000 for
administrative claim.  

The SCL Committee asserted that the lion's share of the
Settlement Amount is based upon:

  -- a claimed U.K. statutory obligation that has not been
     triggered;

  -- contingencies that have not occurred, may never occur, and
     that have not been discounted for the likelihood that they
     will not occur;

  -- calculations based upon out-of-date data and "finger in the
     air" estimates; and

  -- a U.K regulatory notice obtained in violation of the
     automatic stay.

Counsel for the SCL Committee, Derek C. Abbott, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware, told
Judge Carey that the US$199,000,000 to be paid directly to the
Pension Schemes "dwarfs" the appropriate measure of the Pension
Claim, as shown by four separate measures:

  (1) under the U.K. statutory provision that, given the actual
      status of the Pension Schemes is the appropriate basis to
      measure the Pension Claim, the Schemes' actuary calculated
      the deficit needed to meet the 1983 Scheme's obligations
      as they fall due at approximately half of what the Pension
      Settlement reflects;

  (2) SCL's actuaries advised that insurance could be obtained
      for a "Section 75 buy-out," which arises under Section 75
      of the Pensions Act 1995, of the Pension Schemes at scores
      of millions of pounds below the proposed Settlement
      Amount;

  (3) GBP50,000,000, or about half the proposed Settlement
      Amount, was proposed by a qualified insurance provider to
      buyout both Pension Schemes; and

  (4) the SCL Committee's experts have calculated the Pension
      Claim at approximately GBP35,000,000 in value.

The SCL Committee also argued that although the Pension
Trustees' prepetition contractual rights to contributions lie
only against Sea Containers Services Ltd., the proposed Pension
Settlement would allow the Pension Claim against the parent,
SCL, hence, (i) avoiding valid set-off rights that SCL has
against SCSL for intercompany claims, and (ii) a significant
risk that the Services Agreement between SCSL and SCL would not
provide indemnity for the delta between actual damages measure
and the Section 75 measure, which constitutes a penalty based on
SCL's financial distress.  In 1989, SCL and SCSL entered into
the Services Agreement, which provides that SCSL will furnish
management, administration and other services to SCL and various
affiliated operating companies, among other things.

Mr. Abbot also pointed out that the Pension Settlement is "an
improper sub rosa plan of reorganization."

The SCL Committee, hence, asked the Court to reject the Pension
Settlement arguing that it is in no way in the "paramount
interest" of SCL or its creditors, and falls far outside the
reasonable range of litigation outcomes as to be impermissible.

Bondholders Contrarian Capital Advisors, LLC, J.P. Morgan
Securities Inc., Credit Trading Group, Post Advisory Group, LLC,
Trilogy Capital LLC, and Varde Investment Partners, L.P., joined
in, and supported the SCL Committee's objection.

As previously reported, the Debtors did not deliver their plan
of reorganization to the Court by the April 15, 2008 deadline.  
The Debtors have previously noted that obtaining approval of the
Pension Settlement is a prerequisite to filing a Chapter 11
plan.

"[R]esolving the Debtors' pension scheme liabilities [is] a task
that must be completed before a viable Plan can be presented to
the Court," counsel for the Debtors, Edmon L. Morton, Esq., at
Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
had said.

                      About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing. Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974. On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland. It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.
Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of US$62,400,718 and total liabilities of
US$1,545,384,083. (Sea Containers Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


TN INVESTMENTS: Proofs of Claim Filing Is Until June 18
-------------------------------------------------------
T.N. Investments Ltd.'s creditors are given until June 18, 2008,
to prove their claims to Robin J. Mayor, the company's
liquidator, or be excluded from receiving any distribution or
payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

T.N. Investments' shareholders agreed on May 29, 2008, to place
the company into voluntary liquidation under Bermuda's Companies
Act 1981.

The liquidator can be reached at:

         Robin J. Mayor
         Messrs. Conyers Dill & Pearman
         Clarendon House, 2 Church Street
         Hamilton, HM 11, Bermuda


TN INVESTMENTS: Will Hold Final Shareholders Meeting on July 10
---------------------------------------------------------------
T.N. Investments Ltd. will hold its final general meeting on
July 10, 2008, at 9:30 a.m. at Messrs. Conyers Dill & Pearman,
Clarendon House, Church Street, Hamilton, Bermuda.

These matters will be taken up during the meeting:

   -- receiving an account showing the manner in which the
      winding-up of the company has been conducted and its
      property disposed of and hearing any explanation that may
      be given by the liquidator;

   -- determination by resolution the manner in which the books,
      accounts and documents of the company and of the
      liquidator shall be disposed; and

   -- passing of a resolution dissolving the company.

T.N. Investments' shareholders agreed on May 29, 2008, to place
the company into voluntary liquidation under Bermuda's Companies
Act 1981.

The liquidator can be reached at:

         Robin J. Mayor
         Messrs. Conyers Dill & Pearman
         Clarendon House, 2 Church Street
         Hamilton, HM 11, Bermuda


TRENWICK GROUP: Proofs of Claim Filing Deadline Is June 18
----------------------------------------------------------
Trenwick Group Limited's creditors are given until June 18,
2008, to prove their claims to Michael Morrison and John
Wardrop, the company's liquidators, or be excluded from
receiving any distribution or payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

A first and final dividend is intended will be declared.  
Creditors who aren't certain whether they have already filed a
proof of debt, or have any questions regarding the procedure
contact:

          James Bennett
          c/o KPMG Advisory Limited
          Crown House, 4 Par-la-Ville Road
          Hamilton HM 08, Bermuda
          Phone: +1 441 294 2603
          E-mail: jamesbennett@kpmg.bm

Trenwick Group's shareholders agreed on June 4, 2008, to place
the company into voluntary liquidation under Bermuda's Companies
Act 1981.

The liquidators can be reached at:

         Michael Morrison and John Wardrop
         c/o KPMG Advisory Limited
         Crown House, 4 Par-la-Ville Road
         Hamilton HM 08, Bermuda


TYKHE FUND: Proofs of Claim Filing Is Until June 18
---------------------------------------------------
Tykhe Fund US EP Ltd.'s creditors are given until June 18, 2008,
to prove their claims to Beverly Mathias, the company's
liquidator, or be excluded from receiving any distribution or
payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

Tykhe Fund's shareholders agreed on May 30, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

         Beverly Mathias
         c/o Argonaut Limited
         Argonaut House, 5 Park Road
         Hamilton HM O9, Bermuda


TYKHE FUND: Sets Final Shareholders Meeting for July 8
------------------------------------------------------
Tykhe Fund US EP Ltd. will hold its final general meeting on
July 8, 2008, at 9:30 a.m. at Argonaut Limited, Argonaut House,
5 Park Road, Hamilton HM O9, Bermuda.

These matters will be taken up during the meeting:

   -- receiving an account showing the manner in which the
      winding-up of the company has been conducted and its
      property disposed of and hearing any explanation that may
      be given by the liquidator;

   -- determination by resolution the manner in which the books,
      accounts and documents of the company and of the
      liquidator shall be disposed; and

   -- passing of a resolution dissolving the company.

Tykhe Fund's shareholders agreed on May 30, 2008, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

         Beverly Mathias
         c/o Argonaut Limited
         Argonaut House, 5 Park Road
         Hamilton HM O9, Bermuda


ULTIMATE INSURANCE: Proofs of Claim Filing Deadline Is June 18
--------------------------------------------------------------
Ultimate Insurance Limited's creditors are given until
June 18, 2008, to prove their claims to Robin J. Mayor, the
company's liquidator, or be excluded from receiving any
distribution or payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

Ultimate Insurance's shareholders agreed on June 3, 2008, to
place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

         Robin J. Mayor
         Messrs. Conyers Dill & Pearman
         Clarendon House, 2 Church Street
         Hamilton, HM 11, Bermuda


ULTIMATE INSURANCE: Sets Final Shareholders Meeting for July 10
---------------------------------------------------------------
Ultimate Insurance Limited will hold its final general meeting
on July 10, 2008, at 9:30 a.m. at Messrs. Conyers Dill &
Pearman, Clarendon House, Church Street, Hamilton, Bermuda.

These matters will be taken up during the meeting:

   -- receiving an account showing the manner in which
      the winding-up of the company has been conducted
      and its property disposed of and hearing any
      explanation that may be given by the liquidator;

   -- determination by resolution the manner in
      which the books, accounts and documents of the
      company and of the liquidator shall be
      disposed; and

   -- passing of a resolution dissolving the
      company.

Ultimate Insurance's shareholders agreed on June 3, 2008, to
place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

         Robin J. Mayor
         Messrs. Conyers Dill & Pearman
         Clarendon House, 2 Church Street
         Hamilton, HM 11, Bermuda



===========
B R A Z I L
===========

AMR CORP: Could File for Bankruptcy This Year, Stockhouse Says
--------------------------------------------------------------
AMR Corp., parent of American Airlines, is considered a possible
chapter 11 candidate and could tumble over into chapter 11
bankruptcy this year, Stockhouse.com says, citing record prices
in oil.

AMR has said report of possible bankruptcy filing is unfounded,
Bloomberg News relates.

Stockhouse.com notes that although AMR is the world's largest
airline, it is now a small cap stock, with a market value of
only US$1.8 billion.  The report also notes that AMR has
US$9.3 billion in debt and may not have the money to cover its
debt service as the year passes.

The TCR-LA reported on May 26, 2008, that Jamie Baker, an
analyst at J.P. Morgan, said U.S. airline industry stands to
post a collective US$7,200,000,000 in operating losses in 2008.  
The results would be wider than an initial forecast of
US$4,600,000,000 loss, the analyst said.

Mr. Baker, in his research note, said though investors,
management and analysts may talk about airlines acting
collectively to reduce capacity to firm up revenue, the reality
is that they are more likely to dig in and try to outlast each
other.

U.S. Airways has the highest risk of bankruptcy, followed by
Northwest Airlines, United Air Lines' parent UAL Corp., AMR
Corp., JetBlue, Continental Airlines, AirTran, Delta Air Lines,
Alaska Air Lines and Southwest Airlines.

Analysts at Soleil Securities Corp. say there's a potential
Chapter 11 filing by AMR by 2009, and UAL some time after that.

Except for Southwest, the major U.S. airlines posted net losses
for the period ended March 31, 2008:

                            Net Income for Period Ended
                        -----------------------------------
                       March 31, 2008         March 31, 2007
                       --------------         --------------
  US Airways          (US$236,000,000)         US$66,000,000
  Northwest         (US$4,139,000,000)       (US$292,000,000)
  UAL                 (US$537,000,000)       (US$152,000,000)
  AMR                 (US$328,000,000)         US$81,000,000
  JetBlue               (US$8,000,000)        (US$22,000,000)
  Continental          (US$80,000,000)         US$22,000,000
  AirTran              (US$34,813,000)          US$2,158,000
  Delta             (US$6,261,000,000)        US$155,000,000
  Alaska Air           (US$24,000,000)         (US$3,700,000)
  Southwest             US$34,000,000          US$93,000,000

                       Balance Sheet at March 31, 2008
                     -----------------------------------
                     Total Assets            Total Debts  
                     ------------            -----------
  US Airways       US$8,013,000,000         US$6,435,000,000
  Northwest       US$21,032,000,000        US$17,746,000,000
  UAL             US$23,813,000,000        US$21,647,000,000
  AMR             US$28,766,000,000        US$26,277,000,000
  JetBlue          US$6,050,000,000         US$4,721,000,000
  Continental     US$12,542,000,000        US$11,071,000,000
  AirTran          US$2,198,009,000         US$1,783,470,000
  Delta           US$26,755,000,000        US$22,804,000,000
  Alaska Air       US$4,379,800,000         US$3,520,600,000
  Southwest       US$18,031,000,000        US$10,846,000,000

On April 14, Northwest announced an agreement to merge with
Delta.

United and US Airways are also in talks for a possible merger.  
Continental was initially eyed as a top merger partner for
United.

Small and medium-sized carriers have tumbled one after the other
into bankruptcy.  Aloha Airlines commenced bankruptcy
proceedings in Hawaii in March and later ceased operations.  ATA
Airlines Inc. ceased operations and filed for chapter 11
protection on April 2, and Skybus Airlines Inc. tumbled into
bankruptcy on April 5.  Frontier Airlines went belly up and
filed for chapter 11 on April 14.  EOS Airlines filed a chapter
11 petition on April 26.

                      About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled
passenger airline.  At the end of 2006, American provided
scheduled jet service to about 150 destinations throughout North
America, the Caribbean, Latin America, including Brazil, Europe
and Asia.  American is also a scheduled airfreight carrier,
providing freight and mail services to shippers throughout its
system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 26, 2008, Standard & Poor's Ratings Services revised its
outlook on the long-term ratings on AMR Corp. (B/Negative/B-3)
and subsidiary American Airlines Inc. (B/Negative/--) to
negative from positive.  S&P also lowered its short-term rating
on AMR to 'B-3' from 'B-2' and affirmed all other ratings on AMR
and American.


BANCO DO BRASIL: May Work With Petrobras to Create Fund
-------------------------------------------------------
Banco do Brasil SA may collaborate with Petroleo Brasileiro SA,
a.k.a. Petrobras, to create a fund to invest in the Brazilian
oil services industry, Reuters reports.

Petrobras' Financial Director Almire Barbassa told Reuters about
the firm's plan to create the fund.  According to Petrobras, it
would also work with Banco Nacional de Desenvolvimento Economico
e Social SA to create the fund that will finance projects to
develop Brazilian subsalt oil fields.

Mr. Barbassa told journalists that the fund will begin with a
BRL100 million initial investment.  Petrobras will put up about
10% of the investment and the two banks will provide the rest,
Mr. Barbassa added.

Banco do Brasil SA is Brazil's federal bank and is the largest
in Latin America with some 20 million clients and more than
7,000 points of sale (3,200 branches) in Brazil, and 34 offices
and partnerships in 26 other countries.  In addition to its
traditional retail banking services, Banco do Brasil underwrites
and sells bonds, conducts asset trading, offers investors
portfolio management services, conducts financial securities
advising, and provides market analysis and research.

                        *     *     *

On Feb. 29, 2008, Moody's Investors Rating Service assigned a
Ba2 foreign currency deposit rating to Banco do Brasil.


BANCO NACIONAL: Lends BRL174 Mil. to Rodovias Integradas
--------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA has
signed a BRL174 million financing with the concessionaire
Rodovias Integradas do Oeste - SPVIAS, of Sao Paulo for
investments in the road system of Lot 20 (SP-270, SP-258, SP-
255, SP- 127 and SP- 280), from 2007 to 2011, comprising a 53-
kilometer duplication and other improvements.  The BNDES
financing corresponds to 60% of total investments,
BRL290.7 million.

Lot 20 road system, which is part of the network connecting
Tatui, Aracoiaba da Serra, Espirito Santo do Turvo, Avare,
Itapetininga, Capão Bonito, Itapeva and Itarare, covers 53
cities out of the 70 cities located in the southeast of Sao
Paulo and serves a population of about 1 million people.

Comprehending the road connecting Sao Paulo and Parana, the
SPVIAS system also gives access to the South region ports and
brings economic benefits to areas outside of the concession.

Duplication of many stretches of the road network enhancing
services, creating several two-level accesses and providing new
bus stops are among the project virtues.

The SPVIAS is headquartered in the Southeast region of Sao Paulo
State. The controlling group is formed by the Planova
Planejamento e Construcoes; Multivias Participacoes;
Latinoamericana de Rodovias Participacoes e Empreendimentos;
Vialco Construcao e Participacoes, CCI Concessoes; NF Motta
Construcoes; Serve Servicos Gerais; and Construtora Coveg
companies.

The granting power is Sao Paulo State, represented by the Road
Transport Department – SP (Departamento de Estradas de Rodagem).  
The concession agreement was signed in February 2000.

Banco Nacional de Desenvolvimento Economico e Social SA is
Brazil's national development bank.  It provides financing for
projects within Brazil and plays a major role in the
privatization programs undertaken by the federal government.

                        *     *     *

Banco Nacional currently carries a Ba2 foreign long-term bank
deposit rating from Moody's Investors Service, and a BB+ long-
term foreign issuer credit rating from Standards and Poor's
Ratings Services. The ratings were assigned in August and May
2007.


BANCO NACIONAL: OKs BRL27.6 Mil. Financing on Laboratory Project
----------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA has
signed off BRL27.6 million financing for the construction and
implementation of a laboratory for research of light structures,
in Sao Jose dos Campos, focused on innovation projects.  The
Bank's support will be given through Funtec, the non-refundable
Technology Fund, designed to finance investments in
technological development and innovation strategically important
for the country.

BNDES and the Brazilian federal government considers the
aeronautical industry and its technological challenges priority
and strategic elements, so much so that they have been included
in the new industrial policy phase in Brazil.

Funds will be allocated to Instituto de Pesquisas Tecnologicas
do Estado de Sao Paulo S/A (Sao Paulo Institute of Technology -
IPT) and Fundacao de Amparo a Pesquisa do Estado de Sao Paulo
(Sao Paulo Research Foundation - Fapesp).  BNDES will have a
30.5% share from the total cost, out of BRL90.5 million and the
remaining amount will be given by Embraer (which will also be
the anchor company in initial projects), by Financiadora de
Estudos e Projetos (Studies and Projects Funding Institution -
FINEP), the government of Sao Paulo state, Fapesp and IPT.  The
city hall of Sao Jose dos Campos, a partner in the project, will
provide a building at a technology center, for the laboratory.

Initially, four scientific research projects will be developed
for the aeronautical industry in a three-year period.  The team
will be composed of 47 academic researchers, 24 engineers from
Embraer (a Brazilian aerospace company) and 23 researchers of
IPT.

In the laboratory, light structures will be studied and
developed using new connection technologies, mechanical shaping
and new materials aiming to cut down on weight and costs for
similar structures, manufactured using current technologies and
materials (basically aluminum).

The main player in light structures technology is the aerospace
industry, and mastering such knowledge is critical for the
current and future competition features of the industry.  
Additionally, the positive effects of the development and
application of new technologies will benefit many other
industries, namely the car-making, car parts, oil and gas, the
naval industry, the defense industry, electric power generation
and transmission, civil construction and capital goods.

The project financed by BNDES also covers the integration of
knowledge generated in universities and training centers with
companies, as well as high-quality training of workforce in
Brazil.  The integrated knowledge can be then spread out to
several business sectors.  The project will also include R&D
investments in a strategic area.

The ultimate target is that the new laboratory eventually
becomes a world-class excellence center for the development and
approval of technologies to be applied to industries, also
generating and disseminating knowledge within its expertise.

Banco Nacional de Desenvolvimento Economico e Social SA is
Brazil's national development bank.  It provides financing for
projects within Brazil and plays a major role in the
privatization programs undertaken by the federal government.

                        *     *     *

Banco Nacional currently carries a Ba2 foreign long-term bank
deposit rating from Moody's Investors Service, and a BB+ long-
term foreign issuer credit rating from Standards and Poor's
Ratings Services. The ratings were assigned in August and May
2007.


BANCO NACIONAL: May Work With Petrobras to Invest in Brazil Oil
---------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA may
collaborate with Petroleo Brasileiro SA, a.k.a. Petrobras, to
create a fund to invest in the Brazilian oil services industry,
Reuters reports.

Petrobras' Financial Director Almire Barbassa told Reuters about
the firm's plan to create the fund.  According to Petrobras, it
would also work with Banco do Brasil SA to create the fund that
will finance projects to develop Brazilian subsalt oil fields.

Mr. Barbassa told journalists that the fund will begin with a
BRL100 million initial investment.  Petrobras will put up about
10% of the investment and the two banks will provide the rest,
Mr. Barbassa added.

Banco Nacional de Desenvolvimento Economico e Social SA is
Brazil's national development bank.  It provides financing for
projects within Brazil and plays a major role in the
privatization programs undertaken by the federal government.

                        *     *     *

Banco Nacional currently carries a Ba2 foreign long-term bank
deposit rating from Moody's Investors Service, and a BB+ long-
term foreign issuer credit rating from Standards and Poor's
Ratings Services. The ratings were assigned in August and May
2007.


BR MALLS: Increases Ownership Interest in Piracicaba to 13.4%
-------------------------------------------------------------
BR Malls Participacoes S.A. has acquired, through one of its
subsidiaries, of a 1.9% ownership interest in Shopping
Piracicaba, increasing its total interest to 13.4%.

Shopping Piracicaba is a mall located in the city of Piracicaba,
state of Sao Paulo, with 27,806 square meters in Total GLA, 152
stores and 2,000 parking spaces.

After the acquisition, BR Malls increased its owned GLA from 413
thousand square meters to 413.5 thousand square meters, holding
ownership interest in 32 Shopping Malls, and maintaining a total
GLA of 941.5 thousand square meters.

Headquartered in Rio de Janeiro, Brazil, BR Malls is the largest
integrated shopping mall company in Brazil with a portfolio of
32 malls, representing 941.5 thousand square meters in total
Gross Leasable Area (GLA) and 413 thousand square meters in
owned GLA.  BR Malls is also Brazil's largest shopping mall
service provider, managing and leasing 29 malls.


                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Oct. 29, 2007, Standard & Poor's Ratings Services assigned its
'BB-' rating to BR Malls International Finance Ltd.'s
forthcoming perpetual notes.  It is a wholly owned subsidiary of
Brazil-based shopping mall company BR Malls Participacoes S.A.
(BR Malls; BB-/Stable/--).  BR Malls and its direct subsidiaries
unconditionally guarantee the perpetual notes.


CHRYSLER LLC: Cerberus Denies Reports on Sale of Equity Stake
-------------------------------------------------------------
Mark Neporent, Cerberus Capital Management's senior managing
director, chief operating officer, and general officer, responds
to a report in the Financial Times disclosing that the firm had
sold most of its holdings in Chrysler LLC and GMAC LLC amid the
downturn in the U.S. economy and woes in the lending industry.

"Cerberus has not reduced or made any changes to its equity
stakes in GMAC or Chrysler since the closing of either
transaction.  Cerberus continues to have voting control over
both investments.  It is common knowledge, and has been widely
reported, that Cerberus made these investments side-by-side with
its co-investors at the time of closing.  As a general rule,
Cerberus does not commit more than 5% of the capital of any of
its funds to any single investment."

Cerberus has sold "significantly" more than half its equity to
90 investors, Henry Sender at The Financial Times reported on
Monday, citing people familiar with the situation.

Those who bought the stakes include some of Cerberus' own
investors, the report said.

Unnamed sources told FT that the buying group included
Citigroup's private equity arm, Cerberus-controlled Aozora Bank
of Japan, Avenue Capital, Cyrus Capital Partners, DB Zwirn,
Franklin Templeton Investments, Oak Hill Advisors, Oak Hill
Capital Partners, Satellite Capital, Seneca Capital and York
Capital.

Other investors including Golden Tree Asset Management and
Oaktree Capital Management declined to participate, FT said.

FT said investors paid as much as US$1 billion for stakes in one
or both companies.  "By selling equity to others soon after
winning control of the two companies, Cerberus reduced its risks
and earned fees from investors," Mr. Sender reported.

One investor who acquired a small stake in GMAC told FT there
was no time for due diligence.  "It was a 'trust me' kind of
trade," he said.

But investors believe it was a hot deal.  "Everbody wanted in as
part of the gang," that investor told FT.

According to the TCR on Feb. 21, 2008, Cerberus said Chrysler
was bound to surpass its recovery plan "on virtually all key
metrics."

Cerberus expressed confidence on its capital infusion in
Chrysler and complimented on the leadership of chief executive
Robert Nardelli and co-presidents Tom LaSorda and Jim Press.  
The hedge fund said Chrysler will "fare just fine" with its
US$8 billion cash but continue to warn investors of the risks.

Cerberus also said that GMAC LLC has "strong long-term
prospects."

These compliments came amid the financial pressures that
Chrysler and GMAC are facing due to the crisis in the U.S.
economy.  

The TCR related on Feb. 18, 2008, that Cerberus founder Stephen
Feinberg warned investors of possible "substantial difficulty"
in GMAC.  GMAC struggled with the decline in the U.S. housing
industry and financial markets and reported a US$724 million
loss during the last quarter of 2007.

Mr. Feinberg wrote in a Jan. 22 letter to investors that while
Cerberus has "detailed contingency plans in a continuing
worsening environment . . . if the credit markets continue to
decline and we find ourselves in a prolonged environment of
capital market shutdown, GMAC could run into substantial
difficulty."

The letter outlines worst-case scenarios for investors,
according to Cerberus partner Tim Price.

                     About Cerberus Capital

Private investment firm Cerberus Capital Management LP --
http://www.cerberuscapital.com/-- provides both financial  
resources and operational expertise to undervalued companies.  
Cerberus is headquartered in New York City with affiliates and
advisory offices in Atlanta, Chicago, Los Angeles, London,
Baarn, Frankfurt, Tokyo, Osaka and Taipei.

Cerberus holds controlling or significant minority interests in
companies around the world, including 80.1% stake in Chrysler
LLC bought in 2007 from Daimler AG.  Cerberus was also the lead
investor of a group that acquired 51% of GMAC, the financing arm
of General Motors.  In aggregate, these companies currently
generate over US$60 billion in annual revenues.

                           About GMAC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.

                       About Chrysler

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                           *     *     *

As reported in the Troubled Company Reporter on May 9, 2008,
Fitch Ratings downgraded the Issuer Default Rating of Chrysler
LLC to 'B' from 'B+', with a Negative Rating Outlook.  Fitch has
also downgraded the senior secured bank facilities, including
senior secured first-lien bank loan to 'BB/RR1' from 'BB+/RR1';
and senior secured second-lien bank loan to 'CCC+/RR6' from
'BB+/RR1'.  The recovery rating on the second lien was also
downgraded from 'BB+/RR1' to 'CCC+/RR6' based on lower asset
value assumptions and associated recoveries in the event of a
stress scenario.


CHRYSLER LLC: Total May 2008 Sales Down 25% at 148,747 Units
------------------------------------------------------------
Chrysler LLC reported total May 2008 sales of 148,747 units,
which is 25% below the same period last year.  Total May sales
reflect a combination of record sales of Chrysler's newest
highly fuel-efficient vehicles, an unusually high 40% cut in
monthly fleet vehicle sales and a continued industry wide
slowdown in pickup truck and SUV sales.  All sales figures are
reported as unadjusted.

"There is a new era emerging in the restructuring of the
American economy," Vice Chairman and President Jim Press said.  
"There is an unprecedented shift in the industry that is
challenging, but we are determined to provide consumers what
they need and want.  We are responding to consumers with
innovative incentive choices and new vehicle offerings, five of
which get 28 mpg highway driving for under US$20,000.  These
actions have helped move our retail sales more in line with the
overall industry and provided a lift for our dealers this
month."

May sales highlight the continued growth of Dodge brand cars and
crossovers, such as the Dodge Caliber and Dodge Journey, both of
which come with a standard four-cylinder engine delivering 28
mpg on the highway.  The two vehicles reached new monthly sales
records in May with the Dodge Caliber posting sales of 12,856
units, up 7% compared with May 2007 sales of 12,052 units, and
the all-new Dodge Journey reaching 7,520 units in only its
fourth month of sales.

The fuel-efficient Jeep(R) Patriot posted record monthly sales
as it continues to be one of Chrysler's fastest growing models.  
Jeep Patriot sales of 8,199 units represented an 82% increase in
May 2008 versus the same period last year.

Customers continue to take advantage of the luxury-value
equation of the Chrysler Aspen, which posted sales of 2,037
units, an 18% increase from May 2007 sales of 1,724 units.  With
a base starting price of US$33,225, the Aspen, offers an
optional Multi-displacement System equipped HEMI(R) powertrain
that achieves up to 20% fuel economy improvement.

Consumer and dealer feedback has been very positive on
Chrysler's lineup of the "New Day" packages.  The wide-range of
vehicles offering the company's most sought-after features at
reduced prices will continue to be available in June.

Despite slow industry sales, the Company finished the month with
412,009 units of inventory, or a 75-day supply. As part of a
planned reduction, inventory is down 14 percent compared with
May 2007 when it totaled 479,501 units.

           Let's Refuel America US$2.99 Gas Guarantee

Buyers were most likely to choose the gas guarantee incentive
option versus cash back or 0% financing when purchasing the
Dodge Journey, Dodge Caliber, Chrysler Sebring Sedan, Dodge
Avenger and Chrysler Town & Country.

"We are pleased with the consumer response to the Let's Refuel
America $2.99 Gas Guarantee program," Mr. Press said.  "Shoppers
really appreciate the opportunity to stabilize their fuel costs
and to increase their savings if gas prices continue to rise.  
The program gives consumers three incentive choices of similar
current value to help them address their most pressing needs.  
With great high mileage product, creative incentive choices, a
strong dealer network, and dedicated employees, we are ushering
in new confidence for the month of June."

                         About Chrysler

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                           *     *     *

As reported in the Troubled Company Reporter on May 9, 2008,
Fitch Ratings downgraded the Issuer Default Rating of Chrysler
LLC to 'B' from 'B+', with a Negative Rating Outlook.  Fitch has
also downgraded the senior secured bank facilities, including
senior secured first-lien bank loan to 'BB/RR1' from 'BB+/RR1';
and senior secured second-lien bank loan to 'CCC+/RR6' from
'BB+/RR1'.  The recovery rating on the second lien was also
downgraded from 'BB+/RR1' to 'CCC+/RR6' based on lower asset
value assumptions and associated recoveries in the event of a
stress scenario.


COMPANHIA SIDERURGICA: S&P Lifts Corporate Credit Rating to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services has raised its corporate
credit rating on Brazil-based steelmaker Companhia Siderurgica
Nacional to 'BB+' from 'BB' and removed it from CreditWatch.  
S&P had placed the ratings on CreditWatch with positive
implications on May 30, 2008, for better cash flow protection
measures.  The outlook is positive.  At the same time, S&P
raised the corporate credit rating on subsidiary National Steel
SA to 'BB-' from 'B+', with a positive outlook.
     
"The upgrade reflects CSN's improved cash flow protection
measures and our expectation that incremental operating cash
flows will allow the company to successfully fund its aggressive
capital expenditure program," said S&P's credit analyst
Reginaldo Takara.  "We also considered the improving market and
economic conditions in the company's home country, Brazil."
     
Not only has demand recovered significantly in the past several
quarters, but financing conditions have also improved such that
Companhia Siderurgica can tap the market to refinance existing
debt maturities and fund expansion plans.  The positive outlook
reflects S&P's opinion that the company may improve its credit
profile further, resulting in even stronger cash generation and
liquidity.
     
In its analysis, S&P has not incorporated the effects of a
potential sale of all or a portion of company's shares in
Nacional Minerios SA.
     
The ratings on Companhia Siderurgica Nacional reflect the
company's aggressive capital expenditures in steel, iron ore,
cement, and transportation; exposure to volatile cycles in
demand and pricing; and increasing competition in its home and
primary market of Brazil.
     
These risks are partially offset by Companhia Siderurgica's
strong cash reserves, privileged cost position and sound
operating profile in both steel and iron ore, favorable
Brazilian market shares in steel, strong export capabilities to
offset occasional slowdowns in domestic steel demand, and
growing business diversification.

Headquartered Sao Paolo, Brazil, Companhia Siderurgica Nacional
S.A. -- http://www.csn.com.br/-- produces, sells, exports and   
distributes steel products, like hot-dip galvanized sheets, tin
mill products and tinplate.  The company also runs its own iron
ore, manganese, limestone and dolomite mines and has strategic
investments in railroad companies and power supply projects.
The group also operates in Brazil, Portugal and the U.S.


GENERAL MOTORS: May 2008 Sales Down 30% Due to Strike
-----------------------------------------------------
General Motors Corp. dealers in the United States delivered
272,363 vehicles in May.  The sales increase in fuel efficient
cars and crossover vehicles could not make up for soft truck
demand and a decline in fleet deliveries impacted by the
American Axle strike.  Approximately 15-18,000 sales were lost
in May, or will be retimed, due to various work stoppages
including the American Axle & Manufacturing Holdings Inc.
strike.  Compared with a strong May 2007, total sales were down
30% (28% unadjusted).  Truck sales declined 39%.

Dealer inventories were at their lowest level since August 2005
with about 772,000 vehicles in stock, down about 219,000
vehicles compared with last May, and down more than 136,000
vehicles compared with December 2007.

"We are very pleased with our performance in many critical car
and crossover products as consumer preferences continue to shift
toward these vehicles," Mark LaNeve, vice president, GM North
America Vehicle Sales, Service and Marketing, said.  "Our
challenge in May was having enough vehicles available to sell.  
We would have posted even stronger sales of the Chevrolet
Malibu, Impala, HHR, and Cobalt, Cadillac CTS, Pontiac Vibe and
crossovers Buick Enclave, GMC Acadia and Saturn Outlook if
product availability were better."

"Obviously, most trucks segments were weak across the industry -
and we were no exception," Mr. LaNeve added.  "Today's
production adjustment announcement at the annual GM shareholders
meeting shows that we are intent on increasing car and crossover
production and leveraging our competitive position for the
economic recovery while acknowledging the impact of a
challenging economic environment on truck sales."

Chevrolet Malibu total sales were up 34% with retail sales up
103%, Aveo sales were up 39% total and 22% retail, and Cobalt
sales were up 15% total and 1% retail and HHR was up 24% total
and 33% retail.  Pontiac Vibe total sales were up 65% and retail
sales were up 36% compared with May 2007.  Saturn Aura was up 5%
retail, and the Astra saw increasing sales with nearly 1,100
vehicles sold.  In the luxury car segment, the award-winning
Cadillac CTS saw total sales increase 11% with an impressive
retail increase of 18% compared with the same month a year ago.

GM's popular crossover Buick Enclave, GMC Acadia and Saturn
Outlook together accounted for more than 12,000 vehicle sales in
the month.  There were 6,600 Acadia, 2,900 Enclave and 2,500
Outlook total sales.

"We see the mix shift as a tremendous opportunity for GM,"
Mr. LaNeve added.  "We have a full lineup of vehicles -
including five hybrid models -- that provide industry-leading
value, great fuel economy and the best warranty coverage of any
full-line automaker."

                     Certified Used Vehicles

May 2008 sales for all certified GM brands, including GM
Certified Used Vehicles, Cadillac Certified Pre-Owned Vehicles,
Saturn Certified Pre-Owned Vehicles, Saab Certified Pre-Owned
Vehicles, and HUMMER Certified Pre-Owned Vehicles, were 46,574
vehicles, up 1.5% from May 2007.  Year-to-date sales are 214,686
vehicles, down nearly 6% from the same period last year.

GM Certified Used Vehicles, the industry's top-selling certified
brand, posted May sales of 40,393 vehicles, a slight increase
over a strong May 2007 sales performance.  Cadillac Certified
Pre-Owned Vehicles sold 3,707 vehicles, up 20%.  Saturn
Certified Pre-Owned Vehicles sold 1,432 vehicles, down 11%.  
Saab Certified Pre-Owned Vehicles sold 851 vehicles, up 7%, and
HUMMER Certified Pre-Owned Vehicles sold 191 vehicles, up 127%.

"GM Certified Used Vehicles posted its strongest monthly sales
performance this year, with sales up for the fifth consecutive
month, while Cadillac, Saab and HUMMER Certified Pre-Owned
Vehicles also posted solid gains," Mr. LaNeve said.  "In a
challenging economic environment, we're encouraged to see more
consumers opting for the quality, value and peace-of-mind
assurances that come with the purchase of a certified GM
vehicle."

              May 2008 Production in North America

In May, GM North America produced 248,000 vehicles (118,000 cars
and 130,000 trucks).  This is down 153,000 vehicles or 38%
compared with May 2007 when the region produced 401,000 vehicles
(139,000 cars and 262,000 trucks).  (Production totals include
joint venture production of 17,000 vehicles in May 2008 and
18,000 vehicles in May 2007.)

Approximately 100,000 units of production, including between 15-
18,000 potential fleet sales, were lost in May due to the
American Axle work stoppage.  Since the dispute began last
February, approximately 330,000 units of production were lost.  
Approximately 33,000 additional units of production were lost
due to other local work stoppages.  GMNA has revised its
forecast for 2008 second-quarter production to 835,000 vehicles,
down 115,000 units from the prior forecast to reflect May
production losses caused primarily by the American Axle strike.  
As of June 3, all GM plants impacted by the strike have returned
to production.

Additionally, GM North America's initial 2008 third-quarter
production forecast is set at 1.055 million vehicles (441,000
cars and 614,000 trucks), up 35,000 vehicles or 3% from third-
quarter 2007 actuals.  GM North America built 1.020 million
vehicles (367,000 cars and 653,000 trucks) in the third-quarter
of 2007.

                           About GM

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs   
about 266,000 people around the world and manufactures cars and
trucks in 35 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.

At March 31, 2008, GM's balance sheet showed total assets of
US$145,741,000,000 and total debts of US$186,784,000,000,
resulting in a stockholders' deficit of US$41,043,000,000.  
Deficit, at Dec. 31, 2007, and March 31, 2007, was
US$37,094,000,000 and US$4,558,000,000, respectively.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 26, 2008, Standard & Poor's Ratings Services affirmed its
'B' corporate credit rating and other ratings on General Motors
Corp. and removed them from CreditWatch with negative
implications, where they were placed March 17, 2008, as a result
of the strike at American Axle & Manufacturing Holdings Inc.   
The outlook on GM is negative.

At the same time, S&P raised our issue-level rating on GM's
senior unsecured notes to 'B' (the same as the corporate credit
rating on the company) from 'B-', and assigned recovery ratings
of '4', indicating the expectation for average (30% to 50%)
recovery in the event of a payment default.  The rating actions
reflect the extension of our recovery ratings to all
speculative-grade unsecured debt issues.


GENERAL MOTORS: Economic Challenges Spur Plans to Close 4 Plants
----------------------------------------------------------------
General Motors Corp. disclosed a range of strategic initiatives
to aggressively respond to growing demand for fuel-efficient
vehicles and to economic and market challenges in North America.  
Rick Wagoner, GM chairman and CEO, made the announcements as
part of the GM annual meeting of stockholders.

Major initiatives announced by Mr. Wagoner include:

  * A new global compact car program for Chevrolet, a next
    generation for the popular Chevy Aveo, and a high efficiency
    engine module for the U.S. market.

  * Funding for production of the Chevy Volt extended-range
    electric vehicle.

  * Addition of third shifts to Lordstown and Orion, which build
    hot-selling Chevy and Pontiac cars.

  * Cessation of production at four plants that build pickups,
    SUVs and medium-duty trucks.

  * A strategic review of the Hummer brand.

"From the start of our North American turnaround plan in 2005,
I've said that our goal is not just to return GM to
profitability, but to structure GM globally for sustained
profitability and growth," Mr. Wagoner said.  "Since the first
of this year, however, U.S. economic and market conditions have
become significantly more difficult.  Higher gasoline prices are
changing consumer behavior, and they are significantly affecting
the U.S. auto industry sales mix."

In North America, GM has been moving rapidly and successfully to
revitalize its car lineup and grow its crossover business.  New
GM cars and crossovers, including the Cadillac CTS, Chevy
Malibu, Pontiac Vibe and Buick Enclave, have been selling
strongly, and GM intends to build on this success.  In fact, 18
of the next 19 new GM products for the U.S. will be cars or
crossovers.

Additional operational and strategic actions will be required to
position GM for sustainable profitability and growth.  These
initiatives fall into three broad areas: product and technology,
manufacturing facilities and capacity, and the Hummer brand.

                New Chevrolet Models Approved

To further strengthen GM's lineup of fuel-efficient cars, the GM
board has approved a next-generation compact Chevy for the U.S.
and global markets, a next generation of the popular Chevy Aveo,
and a U.S. production module of GM's 1.4-liter turbocharged
four-cylinder engine.

The new Chevy compact will be better equipped than today's
compact cars, and will be designed to set quality and safety
benchmarks for the compact class.  Production will begin in mid-
2010 at GM's Lordstown, Ohio, plant, subject to final
negotiations with state and local authorities.

"This car will represent the first U.S. application of our
global architecture strategy," Mr. Wagoner said.  "This strategy
will pay major dividends as we leverage our extensive car
product development capability in Europe, Korea, and other
locations to accelerate the shift in our U.S. product
portfolio."

The next-generation compact will be pure Chevrolet in design,
and will feature the 1.4-liter turbocharged version of GM's
global four-cylinder engine.  With this engine and a manual
transmission, the new Chevy is expected to achieve a 9 mpg
improvement over Chevy's current entry in this segment.  The
engine will be produced in Flint, Michigan, again subject to
final negotiations with state and local authorities.

Also recently approved was a next generation of the popular
Chevy Aveo.  Based on a global architecture, the Aveo is also
expected to have segment-leading fuel economy when it goes on
sale in the U.S. market in the second half of 2010.

These new Chevy models will help build on GM's leadership in
fuel efficient vehicles.  For example, GM continues to offer
more vehicles with a 30-mpg or better highway fuel economy
rating than any competitor.

                     Chevy Volt is a Go

The Chevy Volt took a major step toward the showroom with formal
approval by the GM board of funding for production of the
extended-range electric vehicle.  This approval, which includes
funding for production development and tooling, indicates that
GM leadership believes that the technology for the Volt,
including its lithium-ion batteries, will be ready for volume
production on schedule.

"The Chevy Volt is a go," Mr. Wagoner said.  "We believe this is
the biggest step yet in our industry's move away from our
historic, virtually complete reliance on petroleum to power
vehicles.  We intend to show a production version of the Chevy
Volt publicly in the very near future, and we remain focused on
our target of getting the Volt into Chevrolet showrooms by the
end of 2010."

Preliminary plans are to produce the Volt at GM's Detroit-
Hamtramck Assembly Center, subject to successful discussions
with state and local governments.

           Capacity Adjustments Address Market Shifts

GM will react to the shift in the U.S. market by increasing
production of small and midsize cars and reducing production of
pickups and truck-based SUVs.

GM will add a third shift in September to the Orion Assembly
Center in Michigan, which builds the hot-selling Chevy Malibu
and Pontiac G6.  Also in September, the company plans to add a
third shift at Lordstown Car Assembly in Ohio, which builds the
Chevy Cobalt and Pontiac G5.

On the other side of the mix equation, market-related declines
in truck sales mean that, over time, GM will cease production at
four truck plants.

Oshawa Truck Assembly in Canada, which builds the Chevy
Silverado and GMC Sierra, will likely cease production in 2009,
while Moraine, Ohio, which builds the Chevy TrailBlazer, GMC
Envoy and Saab 9-7x, will end production at the end of the 2010
model run, or sooner, if demand dictates.  Janesville,
Wisconsin, will cease production of medium-duty trucks by the
end of 2009, and of the Tahoe, Suburban and Yukon in 2010, or
sooner, if market demand dictates.  Chevrolet Kodiak medium-duty
truck production will also end in Toluca, Mexico, by the end of
this year.

GM expects that these actions, along with the recent
announcement to remove shifts at two other U.S. truck plants
(Pontiac and Flint, Michigan), will result in an additional GM
North America structural cost savings of more than US$1 billion,
on a running rate basis, by 2010.  This is on top of the
approximately US$5 billion running rate reduction by 2011 that
we announced earlier this year, and also in addition to the
US$9 billion reduction accomplished over the 2006-07 period in
North America.

GM will work closely with its union partners to mitigate the
impact of these difficult actions, which are made necessary by
long-term changes in consumer demand for trucks and SUVs.

              Strategic Assessment for Hummer Brand

Finally, GM is undertaking a strategic review of the Hummer
brand to determine its fit within the GM portfolio.  At this
point, the company is considering all options, from a complete
revamp of the product lineup to a partial or complete sale of
the brand.

                      Moving Forward

"We are making a number of important announcements today,
covering everything from product and technology investments to
capacity adjustments to a strategic review of our Hummer brand,"
Mr. Wagoner said.  "These moves are all in response to the rapid
rise n oil prices and the resulting changes in the U.S., changes
that we believe are more structural than cyclical.

"While some of the actions, especially the capacity reductions,
are very difficult, they are necessary to adjust to changing
market and economic conditions and to keep GM's U.S. turnaround
on track and moving forward."

                    About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs   
about 266,000 people around the world and manufactures cars and
trucks in 35 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.

At March 31, 2008, GM's balance sheet showed total assets of
US$145,741,000,000 and total debts of US$186,784,000,000,
resulting in a stockholders' deficit of US$41,043,000,000.  
Deficit, at Dec. 31, 2007, and March 31, 2007, was
US$37,094,000,000 and US$4,558,000,000, respectively.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 26, 2008, Standard & Poor's Ratings Services affirmed its
'B' corporate credit rating and other ratings on General Motors
Corp. and removed them from CreditWatch with negative
implications, where they were placed March 17, 2008, as a result
of the strike at American Axle & Manufacturing Holdings Inc.   
The outlook on GM is negative.

At the same time, S&P raised our issue-level rating on GM's
senior unsecured notes to 'B' (the same as the corporate credit
rating on the company) from 'B-', and assigned recovery ratings
of '4', indicating the expectation for average (30% to 50%)
recovery in the event of a payment default.  The rating actions
reflect the extension of our recovery ratings to all
speculative-grade unsecured debt issues.


GENERAL MOTORS: Truck Production Halt Won't Affect S&P's Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
General Motors Corp. (GM; B/Negative/B-3) are not immediately
affected by the company's announcement that it will cease
production at four North American truck plants over the next two
years.  These closures are in response to the re-energized shift
in consumer demand away from light trucks.  GM previously said
only one shift was being eliminated at each of the four truck
plants.  Production is being increased at plants producing small
and midsize cars, but the cash contribution margin from these
smaller vehicles is far less than that of light trucks.

Consequently, despite ongoing cost reductions, including the
plant closures announced today, GM's challenge remains managing
its liquidity during 2008 and 2009 in the face of lower U.S.
light-vehicle sales and the dramatic and accelerated shift away
from light trucks.  Currently, S&P view GM's liquidity as
adequate.

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs   
about 266,000 people around the world and manufactures cars and
trucks in 35 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.


GOL LINHAS: Reports Preliminary Traffic Statistics for May 2008
---------------------------------------------------------------
GOL Linhas Aereas Inteligentes SA, the parent company of
Brazilian airlines GOL Transportes Aereos SA and VRG Linhas
Aereas SA, released preliminary passenger statistics for the
month of May 2008.  Consolidated domestic passenger traffic
(RPK) for May 2008 increased 17% and capacity (ASK) increased
20% year-over-year (vs. May 2007).  Domestic consolidated load
factor for the month was 68% and international consolidated load
factor was 55%.  GOL Linhas' total system load factor for the
month of May was 65%.

GOL Transportes's domestic passenger traffic (RPK) for May 2008
was 1,596mm and capacity (ASK) was 2,351mm. International
passenger traffic (RPK) was 147mm and capacity (ASK) was 239mm.  
VRG's domestic passenger traffic (RPK) for May 2008 was 341mm
and capacity (ASK) was 488mm.  International passenger traffic
(RPK) was 280mm and capacity (ASK) was 536mm.


Consolidated Operating Data     May 2008   May 2007   Change(%)
--------------------------------------------------------------
Total System
      ASK (mm) (1)                3,613.5    3,046.2     18.6%
      RPK (mm) (2)                2,363.7    1,958.1     20.7%
      Load Factor (3)               65.4%      64.3%   +1.1 p.p.
Domestic Market
      ASK (mm) (1)                2,839.0    2,374.7     19.6%
      RPK (mm) (2)                1,936.6    1,655.1     17.0%
      Load Factor (3)               68.2%      69.7%   -1.5 p.p.
International Market
      ASK (mm) (1)                  774.5      671.5     15.3%
      RPK (mm) (2)                  427.1      303.0     41.0%
      Load Factor (3)               55.1%      45.1%  +10.0 p.p.

Based in Sao Paulo, Brazil, GOL Intelligent Airlines aka GOL
Linhas Areas Inteligentes S.A. (NYSE: GOL and Bovespa: GOLL4) --
http://www.voegol.com.br-- through its subsidiary, GOL   
Transportes Aereos S.A., provides airline services in Brazil,
Argentina, Bolivia, Uruguay, and Paraguay.  The company's
services include passenger, cargo, and charter services.  As of
March 20, 2006, Gol Linhas provided 440 daily flights to 49
destinations and operated a fleet of 45 Boeing 737 aircraft.  
The company was founded in 2001.

                       *     *      *

As reported in the Troubled Company Reporter-Latin America on
May 29, 2008, Moody's Investors Service has downgraded all debt
ratings of Gol Linhas Aereas Inteligentes S.A. including
corporate family rating to Ba3 from Ba2 and downgraded the
senior unsecured debt of Gol Finance to Ba3 from Ba2.  The
outlook has been changed to negative from stable.

As reported on July 25, 2007, Fitch Ratings affirmed the 'BB+'
foreign and local currency issuer default ratings of Gol Linhas
Aereas Inteligentes S.A.  Fitch also affirmed the outstanding
US$200 million perpetual bonds and US$200 million of senior
notes due 2017 at 'BB+' as well as the company's 'AA-' (bra)
national scale rating.  Fitch said the rating outlook is stable.


SHARPER IMAGE: Hilco Brothers, GB Brands Buy Assets for US$49MM
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware
authorized the joint venture made up of Gordon Brothers Retail
Partners, LLC, GB Brands, LLC, Hilco Merchant Resources, LLC,
and Hilco Consumer Capital, LLC, to acquire the assets of The
Sharper Image Corporation for US$49,000,000 plus an unspecified
amount for contingent recovery of assets.

The Court overruled all objections to the asset sale that have
not been withdrawn, waived, settled, or specifically addressed
in the Sale Order.

San Francisco Business Times noted that in mid-May, the Debtors
intended to sell their assets for US$51,250,000.  The Debtors
entered into a revised deal after the auction, the report said.

The Associated Press said Sharper Image could still get up to
US$1.5 million more if it satisfies certain contingencies, but
the company said it is unlikely that will happen.

Pursuant to the sale order, any amount determined by the Court
to be necessary to the cure defaults, if any, under the core
Intellectual Property Contracts will be paid by the Purchasers,
on or before the closing date, and not by the Debtor.  However,
the Purchaser will not be obligated to cure any default that is
(i) greater than 110% of the total amount set forth in the Asset
Purchase Agreement, or (ii) in excess of the total amount set
forth in the cure amount schedule, dated May 21, 2008, whichever
is greater.

Upon the Purchaser's compliance with the Cure Provisions, all of
the Debtor's defaults or other obligations under the Core IP
Contracts arising or accruing prior to the date of the Sale
Order without giving effect to any acceleration clauses or any
default provisions of the kind specified in Section 365(b)(2) of
the Bankruptcy Code, if any, will be deemed cured on the Closing
Date or as soon thereafter as practicable, and the Purchaser
will have no further liability for any default or obligation,
except as otherwise expressly provided in the Asset Purchase
Agreement.

The Sale Order will not apply to the Debtor's assumption and
assignment of the license agreement, dated September 1, 2007,
between the Debtor and Pure Hi-Tech, Inc.  The assumption and
assignment of the License Agreement, if necessary will be
subject to further Court order.

The Debtor and the Purchaser will jointly employ a mutually
acceptable independent inventory taking service to conduct a
stock-keeping unit and retail physical inventory of the
merchandise consistent with the Agency Agreement.  A full-text
copy of the Agency Agreement is available for free at:

       http://bankrupt.com/misc/SI_AgencyAgreement.pdf

The Debtor will pay into a prepetition indemnity account
US$150,000 from the proceeds of the sale to be held in
accordance with the Final DIP Order.

The Purchasers will commence all necessary actions to effectuate
the sale under the terms of the Agency Agreement immediately so
long as the Deposit will be released to the Debtor, and the
Purchasers will pay US$14,150,000 to the Debtor.  The Deposit
and the Advance will be credited dollar for dollar to reduce the
Purchase Price upon the closing.

In the event that the Closing does not occur with respect to the
Purchased Intellectual Property, the Agency Agreement will
remain in full force and effect according to its terms, except
that the Guaranteed Amount will be deemed to be US$18,500,000.

From the proceeds of the sale of any of the Debtor's assets
located in the state of Texas, US$130,000 will be set aside by
the Debtor in a segregated account as adequate protection for
the secured claims of the Local Texas Tax Authorities, which
filed objections to the proposed sale, prior to the distribution
of any proceeds to any other creditor.  The claims and liens of
the Local Texas Tax Authorities will remain subject to any
objections any party would otherwise be entitled to raise as to
the priority, validity or extent of the liens.  The funds may be
distributed upon agreement between the Local Texas Tax
Authorities and the Debtor, and upon the agreement, funds may be
distributed in payment of their tax claims with any remaining
funds after satisfaction of all the tax claims distributed
according to the terms of the Court order, or upon request of
the Debtor and subsequent Court order, duly noticed to the Local
Texas Tax Authorities.  After payment to the Local Texas Tax
Authorities, any excess funds will be returned to the Debtor's
estate.

A full-text copy of the Sale Order is available for free at:

    http://bankrupt.com/misc/SI_OrderApprovingSaleOfAssets.pdf

During the May 28, 2008, Auction, the Debtor also offered for
sale several unexpired real property leases.  A list of the
locations of the leases for sale is available for free at:

http://bankrupt.com/misc/SI_UnexpiredLeasesForSale.pdf

Before the hearing approving the sale of the Debtor's assets to
the Joint Venture, MC NYC LLC raised an objection to the
potential assumption and assignment of its sublease in New York,
asserting that it has not received any information from the
Debtor regarding any proposed assignee or prospective purchaser
of the Debtor's interest in the sublease.  MC NYC believed that
the advertising authorized under the Agency Agreement and the
store closing sales procedures is inappropriate.

CS Lifestyle Center, LLC, and PM Lifestyle Shopping Center, LLC,
withdrew their objections to the proposed cure amount associated
with their leases.  No reason was given for the withdrawal.

           Ombudsman Recommends Sale of Customer PII

Elise Berkower, the consumer privacy ombudsman appointed by the
U.S. Trustee, recommends that the Court order approving the sale
of the Debtor's assets, including the names and postal addresses
of its customers, which constitute personally identifiable
information, specify that only the names and postal addresses of
the Debtor's customers that resider in the United States be
sold.

The Ombudsman also recommends that the Court should order the
Debtor to destroy any and all other PII related to its
customers, whether in hard copy or electronic format, as well as
any e-mail addresses that were submitted at Debtor's Web site or
appended to its customer database.

The Ombudsman contends that the Purchaser should be bound and
meet the standards established by the Debtor's Privacy Policy.

                Hilco/GB Joint Venture's Statement

The joint venture led by Hilco Consumer Capital, L.P., Gordon
Brothers Brands, LLC, and Bluestar Alliance, in partnership with
Windsong Brands, LLC and Crystal Capital, issued a statement
regarding the court approval of their purchase of The Sharper
Image brand and other intellectual property:

"The joint venture partners have developed a global licensing
strategy for wholesale, direct-to-retail (DTR), e-commerce and
catalog businesses which will exploit The Sharper Image's
heritage of quality, excitement, innovation and fun.

"During its 32-year history, The Sharper Image has developed
one of America's most widely recognized and positively perceived
consumer brands.  The joint venture recognizes The Sharper
Image's blend of upscale specialty positioning, iconic stature,
outstanding consumer recognition and appeal across a wide
demographic."

Jamie Salter, CEO of Hilco Consumer Capital commented "We
are delighted with this acquisition and we are proceeding
immediately with our plans to partner with world class licensees
and retailers to introduce innovative high quality products that
will satisfy both the needs and enjoyment of The Sharper Image
customers.  The Sharper Image brand will be extended
internationally in existing and new categories that consumers
want and need. The QUALITY, EXCITEMENT, INNOVATION and fun that
The Sharper Image is renowned for will soon be available
worldwide."

Stephen Miller of Gordon Brothers commented "This as a terrific
opportunity to transform a tier-one, iconic American brand into
a global, multi-channel platform of diverse and unique consumer
products using leading technologies and trend-setting
innovations.  This reflects the core transformational
competencies of the joint venture partners and we look forward
to working with existing and new licensees to grow the brand
worldwide and in multiple categories."

Joseph Gabbay of Bluestar stated "Internationally, the
integrity of the brand is top in its field.  The Sharper Image
connotes quality and excitement with products that are unique in
both feature and function, and translate into almost all
categories."

The joint venture will partner with a number of global
institutions in the ongoing development of The Sharper Image
brand.

                  About Hilco Consumer Capital

Hilco Consumer Capital -- http://www.hilcocc.com-- is a private
equity firm that makes strategic investments in consumer
lifestyle brands through acquisitions of North American
manufacturers, wholesalers, intellectual property and retailers.
HCC investments range from $25 million to $250 million.  Current
portfolio brands and companies include Caribbean Joe(R), Ellen
Tracy, Halston(R), Tommy Armour Golf(R), RAM Golf(R), and Bombay
Brands, LLC.  HCC is a unit of The Hilco Organization, a
Chicago-
based, international provider of diversified financial and
operational services, including business asset valuations, asset
acquisition and disposition services, M&A services and retail
consulting.

               About Gordon Brothers Brands, LLC

Gordon Brothers Brands, LLC is a member of the Gordon
Brothers Group family of companies.  GBB purchases, sells, and
licenses brands and other intellectual property.  Founded in
1903, Gordon Brothers Group -- http://www.GordonBrothers.com–  
is a global advisory, restructuring and investment firm
specializing in retail and consumer products, industrial and
real estate sectors.  Gordon Brothers Group maximizes value for
both healthy and distressed companies by purchasing or selling
all categories of assets, appraising assets, providing debt
financing, making private equity investments, and operating
businesses for extended periods.  Gordon Brothers Group conducts
over US$40 billion in annual transactions and appraisals.

                     About Bluestar Alliance

Bluestar Alliance was established in January 2007 by Joey
Gabbay and Ralph Gindi.  The fund's purchase of Liz Lange was
preceded by its acquisition of better men's apparel firm Ron
Chereskin Studio, Inc. in September 2007 and quickly followed by
that of junior brand Hot Kiss in February 2008.  Gabbay is also
president of Wellington Capital Group, which purchased the Harve
BBenard ladies' brand in September 2006.  Each of these apparel
companies operates as a wholly-owned subsidiary.

                    About Windsong Brands LLC

Windsong Brands, LLC -- http://www.windsongbrands.com-- is a
private equity firm that focuses on investments in leading
middle market consumer companies that own strong recognizable
brands.  The team has a diverse background of consumer expertise
that assists and guides company management to unlock the true
potential of their brand.  Windsong Brands makes majority and
minority investments in both public and private companies.
Investments and portfolio brand companies include Ellen Tracy,
Caribbean Joe, Joe's Jeans, Field & Stream, Como Sport, and
Alerion Aviation.

                      About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  The Debtors'
exclusive period to file a plan expires on June 18, 2008.  
(Sharper Image Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


SHARPER IMAGE: To Close 86 Stores, Offers Discount
--------------------------------------------------
Store closing sales have just begun at all 86 Sharper Image(R)
stores as part of a major transformation of the Sharper Image
brand.  More than US$50 million of inventory is being sold.

Discounts of 20% to 40% are now being offered on all
merchandise in all stores.  Consumers will be able to take
advantage of deep discounts and important savings on electronics
and toys as well as products for the home, personal care, the
office and travel.

The store closing program is led by Hilco Merchant Resources,
LLC and Gordon Brothers Retail Partners, LLC.  Michael Keefe,
President of Hilco Merchant Resources stated, "This is an
outstanding opportunity for consumers to realize unprecedented
savings on a remarkable selection of products not to be found
anywhere but in Sharper Image stores.  This is sure to be a very
popular sale, which will not last very long and comes at a
perfect time for making Father's Day gift purchases."

Going forward, transformation of the Sharper Image brand
will be led by Hilco Consumer Capital, LLC, Gordon Brothers
Brands, LLC and additional joint venture partners.  The group,
which purchased the iconic brand at a bankruptcy auction on
May 29, 2008, has developed a global licensing strategy for
wholesale, retail, direct-to-retail (DTR), e-commerce and
catalog businesses that will exploit The Sharper Image's
heritage of quality, excitement, innovation and fun. The Sharper
Image brand will be extended internationally in both existing
and new product categories.

Sharper Image(R) stores at these locations will be closed:

  Store                    Location
  -----                    --------
  The Summit               Birmingham, AL
  Chenal Place             Little Rock, AR
  Kierland Commons         Scottsdale, AZ
  Chandler Fashion Ctr.    Chandler, AZ
  South Bay Galleria       Redondo Beach, CA
  Fashion Island           Newport Beach, CA
  Main Place               Santa Ana, CA
  Village @ Corte Madera   Corte Madera, CA
  Fashion Valley Mall      San Diego, CA
  Valley Fair Mall         Santa Clara, CA
  Stanford Shopping Ctr.   Palo Alto, CA
  Gardens on El Paseo      Palm Desert, CA
  Mission Viejo            Viejo, CA
  Hillsdale Ctr.           San Mateo, CA
  The Oaks Ctr.            Thousand Oaks, CA
  Stoneridge Ctr.          Pleasanton, CA
  Victoria Gardens         Cucamonga, CA
  Santa Anita              Arcadia, CA
  Cherry Creek Ctr. Space  Denver, CO
  Aspen Grove              Littleton, CO
  Georgetown Park          Washington, DC
  Town Ctr. Boca Raton     Boca Raton, FL
  Gardens 3101 PGA         Palm Beach Gardens, FL
  Dadeland Mall            Miami, FL
  Sawgrass Mills           Sunrise, FL
  Aventura Mall            Aventura, FL
  Florida Mall             Orlando, FL
  International Plaza      Tampa, FL
  The Mall at Millenia     Orlando, FL
  St. Johns Town Ctr.      Jacksonville, FL
  North Point Mall         Alpharetta, GA
  Oglethorpe Mall          Savannah, GA
  Phipps Plaza             Atlanta, GA
  Ala Moana Ctr.           Honolulu, HI
  Queen Kaahumanu Ctr.     Kahului, HI
  Woodfield Ctr.           Schaumburg, IL
  Oakbrook Ctr.            Oak Brook, IL
  Keystone Crossing        Indianapolis, IN
  Oxmoor Ctr.              Louisville, KY
  Lakeside Ctr.            Metairie, LA
  Natick Collection        Natick, MA
  Montgomery Mall          Bethesda, MD
  Somerset Collection      Troy, MI
  Country Club Plaza       Kansas City, MO
  Crabtree Valley Mall     Raleigh, NC
  SouthPark Mall           Charlotte, NC
  Mall at Short Hills      Short Hills, NJ
  Bridgewater Commons      Bridgewater, NJ
  Garden State Plaza       Paramus, NJ
  Marlton Square Ctr.      South Marlton, NJ
  Menlo Park Mall          Edison, NJ
  ABQ Uptown               Albuquerque, NM
  Fashion Show             Las Vegas, NV
  Crossroads Commons       Las Vegas, NV
  Green Valley Ranch       Henderson, NV
  Galleria at Sunset       Henderson, NV
  10 West 57th St.         New York, NY
  The Westchester          White Plains, NY
  Roosevelt Field Center   Garden City, NY
  Palisades Ctr.           West Nyack, NY
  Smith Haven Mall         Lake Grove, NY
  Eton Chagrin Blvd.       Woodmere, OH
  Easton Town Ctr.         Columbus, OH
  Penn Square Mall         Oklahoma City, OK
  Woodland Hills Mall      Tulsa, OK
  Washington Square        Tigard, OR
  Plaza King of Prussia    King of Prussia, PA
  Village at Sandhill      Columbia, SC
  Mall at Green Hills      Nashville, TN
  Preston Ctr.             Dallas, TX
  North Star Mall          San Antonio, TX
  Houston Galleria 3       Houston, TX
  Baybrook Mall            Friendswood, TX
  NorthPark Ctr.           Dallas, TX
  Sugar Land Town Sq.      Sugar Land, TX
  Highland Village         Houston, TX
  Market St. - Woodlands   The Woodlands, TX
  Barton Creek Square      Austin, TX
  La Plaza Mall            McAllen, TX
  Shops at La Cantera      San Antonio, TX
  Tysons Galleria          McLean, VA
  Dulles Town Ctr.         Dulles, VA
  Century Square 116       Seattle, WA
  Bellevue Square          Bellevue, WA
  Alderwood Mall           Lynnwood, WA
  Mayfair Mall             Wauwatosa, WI

                      About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Steven K. Kortanek, Esq. at
Womble, Carlyle, Sandridge & Rice, P.L.L.C. represents the
Debtor in its restructuring efforts.  An Official Committee of
UnsecuredCreditors has been appointed in the case.  Whiteford
Taylor Preston LLC is the Committee's Delaware counsel
When the Debtor filed for bankruptcy, it listed total assets of
US$251,500,000 and total debts of US$199,000,000.  The Debtors'
exclusive period to file a plan expires on June 18, 2008.  
(Sharper Image Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)



==========================
C A Y M A N  I S L A N D S
==========================

ACKDON GAMMA: Will Hold Final Shareholders Meeting on June 12
-------------------------------------------------------------
Ackdon Gamma Fund will hold its final shareholders meeting on
June 12, 2008, at the offices of Maples Finance Limited,
Boundary Hall, Cricket Square, George Town, Grand Cayman, Cayman
Islands.

These matters will be taken up during the meeting:

               1) accounting of the wind-up process and
                  giving any explanation thereof.
     
Ackdon Gamma's shareholders agreed on March 4, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                 Frank Ackerer and Olivier Claudon
                 Maples Finance Limited
                 P.O. Box 1093, George Town
                 Grand Cayman, Cayman Islands


ADVOCATE BENEFITS: Holds Final Shareholders Meeting on June 12
--------------------------------------------------------------
Advocate Benefits Group SPC will hold its final shareholders
meeting on June 12, 2008, at 9:00 a.m., at the offices of
Crusader International Management (Cayman) Ltd., 5th Floor,
Windward 3, Regatta Office Park, West Bay Road, Grand Cayman,
Cayman Islands.

These matters will be taken up during the meeting:

               1) accounting of the wind-up process,
                  giving any explanation thereof, and.
     
               2) determining the manner in which the books,                     
                  accounts, and documentation of the company
                  should be disposed.
     
Advocate Benefits' shareholder agreed on May 1, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator is:

              Stuart Jessop
              5th Floor, Windward 3
              Regatta Office Park
              West Bay Road, P.O. Box 2185GT
              Grand Cayman KY1-1105, Cayman Islands


ALLEGIANCE INSURANCE: Sets Final Shareholders Meeting on June 12
----------------------------------------------------------------
Allegiance Insurance Ltd. will hold its final shareholders
meeting on June 12, 2008, at 9:00 a.m., at the offices of
Crusader International Management (Cayman) Ltd., 56th Floor,
Windward 3, Regatta Office Park, West Bay Road, Grand Cayman,
Cayman Islands.

These matters will be taken up during the meeting:

               1) accounting of the wind-up process,
                  giving any explanation thereof, and.
     
               2) determining the manner in which the books,                     
                  accounts, and documentation of the company
                  should be disposed.
     
Allegiance Insurance's shareholder agreed on April 28, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator is:

              Stuart Jessop
              5th Floor, Windward 3
              Regatta Office Park
              West Bay Road, P.O. Box 2185GT
              Grand Cayman KY1-1105, Cayman Islands


CITIBANK CAPITAL: Proofs of Claim Filing Deadline Is June 12
------------------------------------------------------------
Citibank Capital Corp.'s creditors have until June 12, 2008, to
prove their claims to Jan Neveril and Bobby Toor, the company's
liquidators, or be excluded from receiving any distribution or
payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

Citibank Capital's shareholder(s) decided on May 1, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                Jan Neveril and Bobby Toor
                c/o Maples Finance Limited,
                P.O. Box 1093GT, Grand Cayman,
                Cayman Islands


COURAGE HEDGED: Sets Final Shareholders Meeting on June 12
----------------------------------------------------------
Courage Hedged US Equity Master Fund Ltd. will hold its final
shareholders meeting on June 12, 2008, at the offices of Maples
Finance Limited, Boundary Hall, Cricket Square, George Town,
Grand Cayman, Cayman Islands.

These accounting of the wind-up process will be taken up during
the meeting.
     
Courage Hedged's shareholders agreed on March 11, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                 Giles Kerley and Joshua Grant
                 Maples Finance Limited
                 P.O. Box 1093, George Town
                 Grand Cayman, Cayman Islands


COURAGE HEDGED: To Hold Final Shareholders Meeting on June 12
-------------------------------------------------------------
Courage Hedged US Equity Offshore Fund Ltd. will hold its final
shareholders meeting on June 12, 2008, at the offices of Maples
Finance Limited, Boundary Hall, Cricket Square, George Town,
Grand Cayman, Cayman Islands.

These accounting of the wind-up process will be taken up during
the meeting.
     
Courage Hedged's shareholders agreed on March 11, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                 Giles Kerley and Joshua Grant
                 Maples Finance Limited
                 P.O. Box 1093, George Town
                 Grand Cayman, Cayman Islands


EXBUC (CAYMAN): Proofs of Claim Filing Deadline Is June 12
----------------------------------------------------------
Exbuc (Cayman) Ltd.'s creditors have until June 12, 2008, to
prove their claims to Stuart K. Sybersma and Ian A.N. Wight, the
company's liquidators, or be excluded from receiving any
distribution or payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

Exbuc (Cayman)'s shareholder decided on May 12, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                Stuart K. Sybersma and Ian A.N. Wight
                Attn: Jessica Turnbull,
                Deloitte, P.O. Box 1787GT,
                Grand Cayman, Cayman Islands
                Telephone: (345) 949 7500
                Fax: (345) 949 8258


GRYPHON HIDDEN: Sets Final Shareholders Meeting on June 12
----------------------------------------------------------
Gryphon Hidden Values VII Ltd. will hold its final shareholders
meeting on June 12, 2008, at the offices of the liquidator.

The accounting of the wind-up process will be taken up during
the meeting.
     
Gryphon Hidden's shareholders agreed on April 22, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

                  Schell Stubbs
                  c/o Cititrust (Bahamas) Limited
                  P.O. Box N-1576, Citibank Building
                  Thompson Boulevard, Oakes Field
                  Nassau, Bahamas


HARVEY GROUP: To Hold Final Shareholders Meeting on June 12
-----------------------------------------------------------
Harvey Group Insurance Ltd. will hold its final shareholders
meeting on June 12, 2008, at 9:00 a.m., at the registered
offices, Ground Floor, Strathvale House, North Church Street,
Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

               1) accounting of the wind-up process,
                  giving any explanation thereof, and.
     
               2) determining the manner in which the books,                     
                  accounts, and documentation of the company
                  should be disposed.
     
Harvey Group's shareholder agreed on May 1, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator is:

              Stuart Jessop
              5th Floor, Windward 3
              Regatta Office Park
              West Bay Road, P.O. Box 2185GT
              Grand Cayman KY1-1105, Cayman Islands


HYDRA VI FUNDING: Sets Final Shareholders Meeting on June 12
------------------------------------------------------------
Hydra VI Funding Corp. will hold its final shareholders meeting
on June 12, 2008, at the offices of Maples Finance Limited,
Boundary Hall, Cricket Square, George Town, Grand Cayman, Cayman
Islands.

The accounting of the wind-up process will be taken up during
the meeting.
     
Hydra VI's shareholders agreed on March 12, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                 Martin Couch and Giles Kerley  
                 Maples Finance Limited
                 P.O. Box 1093, George Town
                 Grand Cayman, Cayman Islands


KAKUSAN LTD: Will Hold Final Shareholders Meeting on June 12
------------------------------------------------------------
Kakusan Ltd. will hold its final shareholders meeting on
June 12, 2008, at the offices of Maples Finance Limited,
Boundary Hall, Cricket Square, George Town, Grand Cayman, Cayman
Islands.

The accounting of the wind-up process will be taken up during
the meeting.

Kakusan's shareholders agreed on March 12, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

                 Giles Kerley and Carlos Farjallah  
                 Maples Finance Limited
                 P.O. Box 1093, George Town
                 Grand Cayman, Cayman Islands


MERRILL LYNCH: To Hold Final Shareholders Meeting on June 12
------------------------------------------------------------
Merrill Lynch Fixed Income Multi Strategy Hedge Fund Ltd. will
hold its final shareholders meeting on June 12, 2008, at the
offices of Maples Finance Limited, Boundary Hall, Cricket
Square, George Town, Grand Cayman, Cayman Islands.

The accounting of the wind-up process will be taken up during
the meeting.

Merrill Lynch's shareholder(s) agreed on April 16, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

               Jan Neveril and Bobby Toor
               c/o Maples Finance Limited,
               P.O. Box 1093, Grand Cayman,
               Cayman Islands


NEW STAR EUROPEAN: Holds Final Shareholders Meeting on June 12
--------------------------------------------------------------
New Star European Leaders Hedge Fund Ltd. will hold its final
shareholders meeting on June 12, 2008, at 10:00 a.m., at the
registered office of the company.

These matters will be taken up during the meeting:

               1) confirm, ratify and approve the conduct of
                  the liquidation by the liquidators;

               2) approve the quantum of the liquidators’
                  remuneration;
     
               3) accounting of the wind-up process, and

               4) authorizing the liquidator of the company
                  to retain the records of the company for a
                  period of five years from the dissolution
                  of the company, after which they may be
                  destroyed.

New Star European's shareholder agreed on April 25, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                  S.L.C. Whicker and K.D. Blake
                  P.O. Box 493, Grand Cayman,
                  Cayman Islands
                  Telephone: 345-949-4800
               
Contact for inquiries:

                  Dorra Mohammed
                  Telephone: 345-914-4475
                  Fax: 345-949-7164


NO LOAN SUPREME: Claims Filing Deadline Is Until June 12
--------------------------------------------------------
No Loan Supreme Funding's creditors have until June 12, 2008, to
prove their claims to George Bashforth and Emile Small, the
company's liquidators, or be excluded from receiving any
distribution or payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

No Loan Supreme's shareholder(s) decided on May 1, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                George Bashforth and Emile Small
                c/o Maples Finance Limited,
                P.O. Box 1093GT, Grand Cayman,
                Cayman Islands


OFGP LIMITED: Deadline for Proofs of Claim Filing Is June 12
------------------------------------------------------------
OFGP Limited's creditors have until June 12, 2008, to prove
their claims to Bobby Toor and Giles Kerley, the company's
liquidators, or be excluded from receiving any distribution or
payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

OFGP Limited's shareholder(s) decided on April 23, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                Bobby Toor and Giles Kerley
                c/o Maples Finance Limited,
                P.O. Box 1093GT, Grand Cayman,
                Cayman Islands


SHINSEI FUNDING CAYMAN 3: Final Shareholders Meeting is June 12
---------------------------------------------------------------
Shinsei Funding Cayman 3 will hold its final shareholders
meeting on June 12, 2008, at the offices of Maples Finance
Limited, Boundary Hall, Cricket Square, George Town, Grand
Cayman, Cayman Islands.

The accounting of the wind-up process will be taken up during
the meeting.
  
Shinsei Funding's shareholders agreed on March 18, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                 Martin Couch and Giles Kerley
                 Maples Finance Limited
                 P.O. Box 1093, George Town
                 Grand Cayman, Cayman Islands


SHINSEI FUNDING CAYMAN 4: Final Shareholders Meeting is June 12
---------------------------------------------------------------
Shinsei Funding Cayman 4 will hold its final shareholders
meeting on June 12, 2008, at the offices of Maples Finance
Limited, Boundary Hall, Cricket Square, George Town, Grand
Cayman, Cayman Islands.

The accounting of the wind-up process will be taken up during
the meeting.
     
Shinsei Funding's shareholders agreed on March 18, 2008, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

                 Martin Couch and Giles Kerley
                 Maples Finance Limited
                 P.O. Box 1093, George Town
                 Grand Cayman, Cayman Islands


SWIC INSURANCE: Holds Final Shareholders Meeting on June 12
-----------------------------------------------------------
Swic Insurance Company SPC will hold its final shareholders
meeting on June 12, 2008, at 9:00 a.m., at the registered
offices, 5th Floor, Windward 3, Regatta Office Park, West Bay
Road, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

               1) accounting of the wind-up process,
                  giving any explanation thereof, and.
     
               2) determining the manner in which the books,                     
                  accounts, and documentation of the company
                  should be disposed.
     
Swic Insurance's shareholder agreed on May 1, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator is:

              Stuart Jessop
              5th Floor, Windward 3
              Regatta Office Park
              West Bay Road, P.O. Box 2185GT
              Grand Cayman KY1-1105, Cayman Islands




=========
C H I L E
=========

CODELCO: Strikes Delay Copper Shipment From El Teniente Mine
------------------------------------------------------------
A strike of San Antonio port's workers has held up Corporacion
Nacional del Cobre's shipments from its El Teniente division,
Dow Jones Newswires reports citing an unnamed source.  The
report, however, did not mention the volume of the shipment.

Also contributing to the shipment delay is the nationwide
truckers' strike.  According to various reports, Chilean truck
drivers on Tuesday staged a strike to protest soaring fuel
prices.  

Codelco was thinking of moving the copper shipment from San
Antonio to a neighboring port but the truckers' national strike
erased that option, Dow Jones relates.  And it would seem that
they won't have that option for some time because the truckers
reportedly plan to extend the strike indefinitely unless they
receive an official communication from the government convincing
them to discontinue the protest.

Dow JOnes source further disclosed that if shipments are held up
for a prolonged period, Codelco can divert shipments from its
other mines to meet its committments with its clients.

As previously reported in the Troubled Company Reporter-Latin
America, Codelco's workers went on a drawn-out strike starting
April 16 to demand bonuses and benefits.  Work stoppage brought
closure of some of Codelco's mines, resulting in the company
incurring almost US$100 million on supply services as of
April 29, and contributed to the rising of copper prices.
Protests, however, stopped after the government proposed, and
Codelco agreed, that subcontract employees get an advance on a
CLP500,000 bonus that was due to be paid by year-end, with the
CLP300,000 to be advanced by suppliers. On May 20, Codelco said
92% of its approximately 30,000 contract workers its contract
workers have already received the agreed 2008 production bonus
payments.

Corporacion Nacional del Cobre -- Codelco -- explores, develops,
mines and processes copper in Chile.  The principal product of
the company is Grade A copper cathodes.  The company, which is
owned by Chilean government, exports most of its production to
companies in Europe and Asia.


EMBOTELLADORA ANDINA: S&P's Stable Outlook Shows Strong Market
--------------------------------------------------------------
Standard & Poor's Ratings Services' ratings on Chilean Coca-Cola
bottler Embotelladora Andina SA reflect the company's strong
market position as the largest soft drink producer in Chile, its
conservative debt profile, its adequate profitability, and sound
cash-flow protection measures relative to its debt.  The ratings
also reflect the company's importance to the Coca-Cola Co., the
benefits received from the Coca-Cola brand's dominant market
share in the region, and its important position as a soft drink
bottler in Brazil and Argentina. These factors are balanced by
the company's exposure to the volatile Argentine and Brazilian
markets, compared with Chile, and high competition in all
territories.

The significantly higher margins of its more stable and mature
Chilean operations have allowed Embotelladora Andina to offset
the increased exposure to the Brazilian market, which presents
attractive growth prospects but entails higher volatility.  The
company's leading position in the Chilean market, in addition to
its positive net cash financial position, provides important
credit protection against potential volatility in foreign
markets.  Moreover, Coca-Cola's 11% indirect ownership of the
company supports Embotelladora Andina's competitive position in
the region.

In 2007 and first-quarter 2008, Embotelladora Andina continued
to strengthen its gross cash-flow protection measures as a
result of the growth in EBITDA generation.  This was due to
increases in volumes -- given positive consumption fundamentals
and the launch of new products such as Coca Cola Zero and juices
-- increases in real prices, and the impact of the appreciation
of the Brazilian real and Chilean peso.  As a consequence, in
the 12 months ended March 2008, the company's consolidated
EBITDA interest coverage reached 11 (compared with 8.1 in fiscal
2006 and 5.1 in 2005), while funds from operations covered 153%
of gross debt (compared with 100.6% in fiscal 2006 and 72.9% in
2005).  However, gross debt credit measures are not as relevant
because the company's strong liquidity position exceeds its
debt. Despite the increased cost of the concentrate syrup for
the Chilean operations from 2008, S&P expects it to maintain
healthy cash generation in light of favorable fundamentals
in the region.

With consolidated sales of US$1.28 billion and total sales
volume of almost 441 million units in fiscal 2007, Embotelladora
Andina is the major Coca-Cola bottler in Chile and one of the
largest soft drink producers in Argentina and Brazil.  Coca-Cola
soft drink products account for about 92% of volume sales, with
the remainder largely composed of mineral water, juices, beer,
and packaging supplied by the company's subsidiaries.

                            Liquidity

Embotelladora Andina's liquidity position is very sound because
of its strong cash position, a well-structured debt maturity
profile, and strong cash generation.  As of March 2008, despite
the higher dividend levels, the company's cash and investment
position amounted to about US$339 million, exceeding its total
financial debt of US$193 million.  About US$126 million of the
cash holdings were devoted to pay dividends in April and May
2008.  Its investments comprise high-quality and very liquid
financial instruments registered as current assets.  In
addition, an important portion of the company's debt is
denominated in Unidad de Fomento which provides a natural hedge
because about half of the company's cash flow is denominated in
Chilean pesos.

                             Outlook

The outlook is stable.  S&P assumes that the Chilean operations
will remain an important cash-flow contributor, dividend
payments will remain commensurate to the company's free cash
flow, and incremental acquisitions during the short term will
occur at a moderate pace.  The current scale of operations and
exposure to volatile economies somewhat limit a rating upside.  
The ratings could come under pressure if there is a major shift
in the company's financial policy or if business fundamentals in
the region deteriorate substantially.

Headquartered in Santiago, Chile, Embotelladora Andina SA --
http://www.koandina.com/-- engages in the production and  
distribution of Coca-Cola soft drinks in Chile, Brazil, and
Argentina.



===================================
D O M I N I C A N   R E P U B L I C
===================================

DELTA AIR: Decreases Number of US-Dominican Republic Flights
------------------------------------------------------------
Delta Airlines Inc.'s Las Americas Airport Manager Dorian
Martinez told Dominican Today that there will be less flights
from the Dominican Republic to New York, U.S.A.

Dominican Today relates that Delta Air decided to decrease the
flights due to the increase in the price of the jet fuel Avtur.

Ms. Martinez told Dominican Today that Delta Air will stop
flying from Santiago to New York on Sept. 11.  The airline will
stop flights from Santo Domingo to New York four days later, Ms.
Martinez added.

Delta Air planes get fuel in the Santo Domingo station when they
depart from Las Americas, Dominican Today states, citing Ms.
Martinez.  Outbound flights cost twice as much as flights that
return to the Dominican Republic, making operational costs
unsustainable, Ms. Martinez added.

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline      
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News, Issue No. 99;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  



====================
E L  S A L V A D O R
====================

MILLICOM INT'L: Reschedules Shareholders Meeting to July 7
----------------------------------------------------------
Millicom International Cellular S.A.'S Board of Directors held
an extraordinary general meeting (EGM) of the shareholders of
Millicom on May 27, 2008, to consider and vote on the agenda
indicated hereafter.

At the meeting, out of 108,050,731 shares, only 63,278,155
shares were represented either by shareholders being present or
by shareholders having completed a power of attorney form.  The
required quorum of 2/3 of the issued and outstanding share
capital was thus not met.

Accordingly, the EGM was reconvened to be held at Millicom
Offices at 15, rue Leon Laval, 3372 Leudelange, Grand-Duchy of
Luxembourg, on July 7, 2008 at 10:00 a.m. Central European Time
(CET), to consider and vote on the following agenda:


   I. To resolve the deletion of the sixth paragraph of Article
      21 ("Procedure, Vote") of the articles of association of
      Millicom (the "Articles") and its replacement by the
      following sentences: "No quorum is required for a meeting
      of the ordinary general meeting of the shareholders and
      resolutions are adopted at such meeting by a simple
      majority of the votes cast.  Unless otherwise required
      under Luxembourg law, an extraordinary general meeting
      convened to amend any provisions of the Articles or the
      withdrawal of the company's shares from public listing in
      a going-private transaction, shall not validly deliberate
      unless at least one half of the share capital is
      represented and the agenda indicates the proposed
      amendments to the Articles.  If the first of these
      conditions is not satisfied, a second meeting may be
      convened, in the manner prescribed by the Articles or by
      the Law.  The second meeting shall validly deliberate
      regardless of the proportion of the capital represented.   
      At both meetings, resolutions, in order to be adopted,
      must be adopted by a two-third majority of the
      shareholders present or represented.  Copies or extract of
      the minutes of the meetings of shareholders to be produced
      in court will be signed by the chairman or by any two
      Directors".

  II. Miscellaneous.

   QUORUM AND MAJORITY

   According to the Company's Articles, a quorum of presence of
   2/3 of the issued and outstanding share capital is required
   for purposes of the agenda items relating to the EGM.  The
   EGM agenda items are adopted by a majority of 2/3 of the
   votes cast.

   OTHER INFORMATION

   Participation in the EGM is reserved to shareholders who (i)
   are registered in the shareholders registry kept by Millicom
   and/or VPC AB and/or AST as of Thursday, 15 May 2008, and
   (ii) give notice of their intention to attend the EGM by mail
   or return a duly completed power of attorney form at the
   following address:

           Millicom International Cellular S.A.
           Attn: Mr. Lars Swenningson
           Corporate Secretary
           15, rue Leon Laval
           L-3372 Leudelange, Luxembourg,
           Tel: + (352) 27-759-126
           Fax: + (352) 27-759 353

    So that it is received no later than July 3, 2008, 5:00 p.m.
    CET.  Power of attorney forms are available on Millicom's
    Web site -- http://www.millicom.com/-- or upon request at  
    Millicom's registered office, at the above address and
    contact numbers.

The duly completed power of attorney forms received by Millicom
for the first EGM convened on May 27, 2008, whether received
before or after the deadline provided for in the convening
notice for that first meeting, remain valid for the reconvened
EGM.

Millicom reports that, as a result of the company's Annual
General Meeting on May 27, 2008, Millicom has regained
compliance with Nasdaq's independent director and audit
committee requirements as set forth in Marketplace Rule 4350.

                   About Millicom International

Headquartered in Bertrange, Luxembourg, and controlled by
Sweden's AB Kinnevik, Millicom International Cellular S.A.
-- http://www.millicom.com/-- is a global telecommunications   
investor with cellular operations in Asia, Latin America and
Africa.  It currently has cellular operations and licenses in 16
countries.  The Group's cellular operations have a combined
population under license of around 391 million people.

The Central America Cluster comprises Millicom's operations in
El Salvador, Guatemala and Honduras.  The population under
license in Central America at December 2005 is 26.4 million.
The South America Cluster comprises Millicom's operations in
Bolivia and Paraguay.  The population under license in South
America at December 2005 is 15.2 million.

                            *     *     *

As reported in the Troubled Company Reporter-Europe on
Nov. 16, 2007, Moody's Investors Service upgraded ratings of
Millicom International Cellular S.A.  The corporate family
rating was upgraded to Ba2 from Ba3 and the rating on the
existing senior notes was upgraded to B1 from B2.  Moody's said
the outlook on the ratings is stable.



=============
J A M A I C A
=============

NATIONAL WATER: Invests J$400 Million to Install New Meters
-----------------------------------------------------------
Dionne Rose at The Jamaica Gleaner reports that the National
Water Commission of Jamaica is investing J$400 million to
replace malfunctioning meters with new ones.

The Commission told The Gleaner that two-thirds of its clients
have well-functioning meters.  The agency wants to replace
malfunctioning meters in two years; it has started deploying
100,000 new meters.

The Commission's Corporate Public Relations Manager Charles
Buchanan commented to The Gleaner, "There is the bigger issue
where the Office of Utilities Regulation has also mandated that
the commission ensure that some 85% of all our customer accounts
should have functioning meters.  And under that standard, which
was re-enforced again in the recently established standards by
the OUR, we are required to increase the number of water meters
that are in the ground."  According to Mr. Buchanan, The
Commission has some 450,000 accounts on its books, 332,600 of
them are active accounts.  About 67% of the active accounts are
efficiently metered, Mr. Buchanan added.

The Gleaner relates that majority of The Commission's accounts
are categorized as domestic:

   -- 311,700 representing 55% of revenues;

   -- 19,900 of commercial connections account for 42% of  
      revenues; and

   -- other customers like schools and hospitals number 990 and
      3% of revenues.

Mr. Buchanan told The Gleaner that The Commission serves
two million clients.  Not all of those served are legally
connected to the system, Mr. Buchanan added.

According to The Gleaner, The Commission will also install
meters where none exists but customer accounts are active.  The
Commission will be able to to better track consumption due to
the higher ratio of metered clients.

Mr. Buchanan told The Gleaner that not all meters would require
changing.  Meters that are over seven years old and other non-
compromised units on the books will be changed, The Gleaner
states.

The National Water Commission is a statutory organization
charged with the responsibility of providing potable water and
wastewater services for the people of Jamaica.

                          *     *     *

The National Water Commission of Jamaica had been criticized for
failing to act promptly in cutting its losses.  For the fiscal
years 2002 and 2003, the water commission accumulated a net loss
of US$2.11 billion.  The deficit fell to US$1.86 billion the
following year, and to US$670 million in 2004 and 2005.

Jamaican citizens have been complaining to the commission about
water disruptions in their communities, resulting to
restrictions of water use.



===========
M E X I C O
===========

BLUE WATER: Seeks to Pay Sale-Based Incentives to Two Officers
--------------------------------------------------------------
Blue Water Automotive Systems, Inc., and its debtor affiliates
seek authority from Judge Marci B. McIvor of the U.S. District
Court for the Eastern District of Michigan to implement a sale-
based incentive bonus plan for Michael Lord, their chief
executive officer, James Sampson, their vice-president of sales
and engineering.

The salient terms of the Incentive Plan are:

  * The Officers will each receive US$300,000 if a sale of the
    Debtors' assets is consummated.

  * To be eligible under the Incentive Plan, the Officers (i)
    must perform their duties in a manner that maximizes the
    value of the Debtors' estates as determined by the Debtors'
    board of directors; and (ii) must remain in the employ of
    the Debtors upon the successful consummation of the Sale;
    and

  * All payments will be in lieu of the Officers' existing
    performance bonus and rights to any other bonus under any
    other plan, program, agreement, applicable law or policy
    otherwise applicable to the Officers and the Debtors.  The
    Officers' prepetition severance agreements will remain in
    place.

Mr. Lord, as CEO, is responsible for setting the direction of
the Debtors, ensuring execution.  He is also responsible in
keeping the sales process on track, maximizing the value of the
Debtors' estates and ensuring uninterrupted flow of product for
customers.  

Mr. Sampson is responsible for all customer relations matters.  
He heads all new product designs and is responsible for all
project management.

According to Nicole Y. Lamb-Hale, Esq., at Foley & Lardner LLP,
in Detroit, Michigan, the Incentive Plan will play a critical
role in the Debtors' ability to maximize the value of their
businesses to achieve the most value in the proposed sale of
their assets.  The implementation of the Incentive Plan is
necessary to (i) compensate the Officers given the enormous
additional burdens placed on them by the Chapter 11 cases, and
(ii) ensure that the Officers remain motivated to perform the
important tasks necessary to maintain the value of the Debtors'
businesses.

Ms. Lamb-Hale adds that the Incentive Plan is designed to
provide incentives to the Officers based on the need for their
efforts and expertise to facilitate the entry into and
consummation of a successful sale of the Debtors' businesses
that maximizes the value of the Debtors' assets, and in turn,
the net recovery for the Debtors' creditors.

Alexander Tracy, director at Miller Buckfire & Co., LLC, the
Debtors' financial advisor and investment banker, tells the
Court that the Incentive Plan is appropriately tailored to
mitigate against the risks from the non-performance of the
Officers of their responsibilities.  The eligibility factors and
amounts to be paid under the Incentive Plan constitute an
appropriate exercise of the Debtors' business judgment in that
they will incentivize the Officers to achieve the highest sale
price possible for their assets, he says.  

The Debtors propose that the Incentive Plan if approved by the
Court and if authorized by the Debtors' Board, should be allowed
as an administrative expense under Section 503(b) of the
Bankruptcy Code.

Payments under the Incentive Plan would only be available upon
the successful achievement of the milestones in the
Accommodation Agreements and the consummation of a Sale
Transaction.  The Incentive Plan is properly characterized as a
performance based, sale-related management incentive plan, not a
retention plan or severance plan, Ms. Lamb-Hale contends.

                 About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operations in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at
Foley & Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  Blue Water's bankruptcy petition
lists assets and liabilities each in the range of US$100 million
to US$500 million.

The Debtors filed their Liquidation Plan on May 9, 2008.  The
Plan contemplates a sale of substantially all of the Debtors'
assets and equity interests, except for a piece of real property
located at Yankee Road, in St. Clair, Michigan, on or before
June 30, 2008.  The Court will hold a hearing June 18, 2008, to
consider confirmation of the Plan.  (Blue Water Automotive
Bankruptcy News, Issue No. 18, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BLUE WATER: Court Moves Lease Decision Deadline to September 9
--------------------------------------------------------------
Judge Marci B. McIvor of the U.S. District Court for the Eastern
District of Michigan extended the time within which Blue Water
Automotive Systems, Inc., and its debtor affiliates may assume
or reject non-residential real property leases until the earlier
of:

  (a) September 9, 2008; or

  (b) the Effective Date of the Debtors' Joint Plan of
      Liquidation.

With respect to the time within which the Debtors may decide to
assume or reject the lease of the real property lease located at
1045 Durant Drive, in Howell, Michigan, the deadline is extended
until the earlier of (a) September 9, 2008; (b) the sale closing
on June 30, 2008; or (b) the Effective Date of the Plan.

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operations in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at
Foley & Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  Blue Water's bankruptcy petition
lists assets and liabilities each in the range of US$100 million
to US$500 million.

The Debtors filed their Liquidation Plan on May 9, 2008.  The
Plan contemplates a sale of substantially all of the Debtors'
assets and equity interests, except for a piece of real property
located at Yankee Road, in St. Clair, Michigan, on or before
June 30, 2008.  The Court will hold a hearing June 18, 2008, to
consider confirmation of the Plan.  (Blue Water Automotive
Bankruptcy News, Issue No. 18, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DIOMED HOLDINGS: Gets OK on US$8MM Assets Sale to AngioDynamics
---------------------------------------------------------------
The United States Bankruptcy Court for the District of
Massachusetts, Western Division, approved AngioDynamics, Inc.'s
purchase of certain United States assets of Diomed Holdings and
its wholly owned subsidiary, Diomed, Inc.

The sale conditions are set forth in a definitive asset purchase
agreement, whereby AngioDynamics has agreed to pay US$8 million
in cash for the United States assets and US$3 million in cash
for certain United Kingdom Assets of Diomed Limited.  The final
purchase price will be subject to adjustment for changes in
working capital at the closing date.  AngioDynamics expects to
simultaneously close the purchase of both the United States and
United Kingdom assets by June 16, 2008.

"The acquisition of Diomed's United States and United Kingdom
assets will greatly strengthen our worldwide presence in the
high-growth market to treat varicose veins," said Eamonn Hobbs,
President and CEO of AngioDynamics.  "The acquisition, combined
with the recent settlement with VNUS Medical that provides us
with a license to certain patents for use in endovenous laser
therapy, enhances our ability to provide physicians with
innovative technologies for superior patient care.  We believe
Diomed's endovenous laser products will be an excellent
complement to our venous product line and once the purchase
closes we will begin to integrate the businesses and expand our
sales organization in both the United States and overseas."

On April 10, 2008, AngioDynamics entered into asset purchase
agreements with Diomed Holdings, Inc., Diomed, Inc., and Diomed
Limited for the acquisition of certain assets of Diomed's
business in the United States and United Kingdom.  The agreement
with Diomed Holdings, Inc. and Diomed, Inc. was subject to an
auction process administered by the bankruptcy court as a result
of Diomed's Chapter 11 bankruptcy proceedings.

Diomed's United States and United Kingdom businesses are engaged
in the sale of systems for the endovenous laser treatment of
varicose veins, and in the 12-month period ending September 30,
2007, Diomed had worldwide sales of US$25.4 million.  The
agreements do not provide for the acquisition of any interest in
Diomed's legal judgment award against Vascular Solutions.

                      About AngioDynamics

AngioDynamics, Inc., provides innovative medical devices used by
interventional radiologists, surgeons, and other physicians for
the minimally invasive treatment of cancer and peripheral
vascular disease.  The Company's diverse product line includes
market-leading radiofrequency ablation systems, vascular access
products, angiographic products and accessories, dialysis
products, angioplasty products, drainage products, thrombolytic
products, embolization products and venous products.  On the
Net: http://www.angiodynamics.com/

                     About Diomed Holdings

Based in Andover, Massachussetts, Diomed Holdings Inc. (AMEX:
DIO) -- http://www.evlt.com/and  http://www.diomedinc.com/--  
develops and commercializes minimal and micro-invasive medical
procedures that use its proprietary laser technologies and
disposable products.  Diomed's EVLT(R) laser vein ablation
procedure is used in varicose vein treatments.  Diomed also
provides photodynamic therapy for use in cancer treatments, and
dental and general surgical applications.  Diomed Holdings has
no assets other than its 100% ownership in Diomed Inc., its
operating unit.  Diomed Inc. owns 100% of Diomed Ltd. in the
United Kingdom and Diolaser Mexico SA de CV in Mexico.

The company and its affiliate, Diomed Inc., filed for Chapter 11
protection on March 14, 2008 (Bankr. D. Mass. Case Nos. 08-40750
and 08-40749).  Douglas R. Gooding, Esq., at Choate Hall &
Stewart LLP, is the Debtors local counsel and McGuireWoods LLP
is its general counsel.  Goulston & Storrs P.C. is counsel to
the Official Committee of Unsecured Creditors.  The company's
schedules show total assets of US$19,936,479 and total
liabilities of US$14,743,485.


DIOMED HOLDINGS: Faces Patent Infringement Claims From VNUS
-----------------------------------------------------------
VNUS Medical Technologies, Inc., said it plans to file a claim
against the bankruptcy estate of Diomed Holdings, Inc., for
monetary damages attributable to Diomed's alleged past and
current infringement of VNUS patents.

VNUS filed a patent infringement lawsuit in 2005 against three
endovenous laser competitors, Diomed, AngioDynamics and Vascular
Solutions.  Trial has been scheduled for June 23, 2008.

The VNUS patent litigation against Diomed was stayed as a result
of Diomed's bankrutpcy filing in March.

On Tuesday, VNUS entered into an agreement with AngioDynamics
and Vascular Solutions that settles and resolves a patent
infringement lawsuit between the companies.  The Agreement
results in VNUS granting to AngioDynamics and Vascular
Solutions, a non-exclusive, non-sublicensable patent license
that covers certain products such as disposable endovenous laser
fiber kits, laser fibers, and lasers used in the field of
endovenous laser ablation.

As a part of the agreement, licensees AngioDynamics and Vascular
Solutions stipulated that the VNUS patents-in-suit are valid,
enforceable, and were infringed by the licensees.  The license
requires per unit royalty payments for endovenous laser products
sold or shipped in the United States until September 11, 2017.  
In conjunction with the patent license, AngioDynamics and
Vascular Solutions have agreed to an upfront payment of
US$6.8 million and US$3.1 million respectively for past
infringement of the VNUS patents through May 31, 2008 for
AngioDynamics and through March 31, 2008 for Vascular Solutions.

Brian Farley, VNUS President and CEO, stated, "This agreement
validates the importance and value of our intellectual property
in the field of endovenous ablation.  It brings to VNUS a
favorable result in the enforcement of our endovenous vein
ablation patents and is expected to produce a forward royalty
stream that allows VNUS to financially benefit from endovenous
laser ablation products sold into the vein ablation market over
the next nine years."  Mr. Farley added, "We expect the
financial and other terms of our settlement agreement will also
facilitate productive dialog with others who practice the
patented methods."

Diomed is selling its operations to AngioDynamics for
US$8,000,000 cash plus assumption of certain liabilities.

                       About VNUS Medical

Founded in 1995 and headquartered in San Jose, California, VNUS
Medical Technologies -- (Nasdaq: VNUS) -- is a worldwide leader
in medical devices for the minimally invasive treatment of
venous reflux disease, a progressive condition that causes the
varicose veins afflicting 25 million Americans.  The pioneering
company in the field, VNUS offers the ClosureFAST system, which
consists of a proprietary radiofrequency (RF) generator and
proprietary disposable endovenous catheters and devices to close
diseased veins through the application of temperature-controlled
RF energy.  VNUS devices have been used in more than 300,000
procedures worldwide.  For more information, visit
http://www.vnus.com/

                      About Diomed Holdings

Based in Andover, Massachussetts, Diomed Holdings Inc. (AMEX:
DIO) -- http://www.evlt.com/and  http://www.diomedinc.com/--   
develops and commercializes minimal and micro-invasive medical
procedures that use its proprietary laser technologies and
disposable products.  Diomed's EVLT(R) laser vein ablation
procedure is used in varicose vein treatments.  Diomed also
provides photodynamic therapy for use in cancer treatments, and
dental and general surgical applications.  Diomed Holdings has
no assets other than its 100% ownership in Diomed Inc., its
operating unit.  Diomed Inc. owns 100% of Diomed Ltd. in the
United Kingdom and Diolaser Mexico SA de CV in Mexico.

The company sell its products through a direct sales force, and
a network of distributors in the EU, Latin America and Mexico,
the UK, the US, Japan, Australia, South Korea, the Peoples'
Republic of China, and Canada.

The company and its affiliate, Diomed Inc., filed for Chapter 11
protection on March 14, 2008 (Bankr. D. Mass. Case Nos. 08-40750
and 08-40749).  Douglas R. Gooding, Esq., at Choate Hall &
Stewart LLP, is the Debtors local counsel and McGuireWoods LLP
is its general counsel.  Goulston & Storrs P.C. is counsel to
the Official Committee of Unsecured Creditors.  The company's
schedules show total assets of US$19,936,479 and total
liabilities of US$14,743,485.


DISTRIBUTED ENERGY: Files for Bankruptcy, Gets US$2 Mil. Loan
-------------------------------------------------------------
Distributed Energy Systems Corp. and its subsidiary, Northern
Power Systems Inc., filed voluntary petitions under Chapter 11
in the United States Bankruptcy Court for the District of
Delaware.  

The company determined the voluntary filings were necessary to
complete going-concern sales of the Northern Power unit and
another subsidiary, Proton Energy Systems Inc., and was the best
course of action to maximize the value of the company's assets
for all stakeholders including its 175 employees.

The company expects its operations to function normally during
the Chapter 11 process, with little or no impact on how it
conducts business.  The company will fulfill customer demands
and provide uninterrupted customer service by honoring
commitments in the normal course of business.

The company will continue paying suppliers for goods and
services they provide after the filings, and will pay all wages
and benefits for active employees, as usual and without
interruption.

To fund its continuing operations during the Chapter 11 process,
the company obtained a US$2 million debtor-in-possession
financing commitment from its senior secured lender, Perseus
Partners VII L.P.  Subject to bankruptcy court approval, the DIP
financing will be used to supplement the company's cash flow
during the Chapter 11 process and is expected to provide
adequate funds for the company to operate in the ordinary course
of business.

"We are grateful for the continuing loyalty and support of our
employees and customers," Bernard Cherry, chief executive
officer of Distributed Energy Systems Corp., said.  "We intend
to use the Chapter 11 process as a strategic vehicle to obtain
the time and legal protection necessary to complete a structured
sale of our two primary operating units, and to maintain the
going concern value of both business units.  Our dedication to
providing our customers with the highest quality products and
services will remain strong during this strategic process."

The Chapter 11 filings were made on June 4, 2008, in Wilmington,
Delaware.  The company's legal advisor with respect to the
Chapter 11 filings is Young Conaway Stargatt & Taylor LLP and
its financial advisor is Allen & Company.

               About Distributed Energy Systems

Based in Wallingford, Connecticut, Distributed Energy Systems
(Nasdaq:DESC) -- http://www.distributed-energy.com/-- operates
through two wholly-owned subsidiaries: Proton Energy Systems
Inc. and Northern Power Systems Inc.  Proton is engaged in
designing, developing, selling and manufacturing on-site
hydrogen gas delivery systems.  Northern has a range of
businesses, including the design and sale of power generation
equipment, engineering, procurement and construction of
distributed power systems, the design and sale of direct drive
wind turbines, and the servicing of fossil fuel power generation
equipment.   The company was incorporated on May 19, 2003.  It
has operations in Mexico.


DISTRIBUTED ENERGY: Case Summary & 20 Largest Unsec. Creditors
--------------------------------------------------------------
Lead Debtor: Distributed Energy Systems Corp.
            aka PES New Parent, Inc.
            10 Technology Drive
            Wallingford, CT 06492
            Tel: (203) 678-2000

Bankruptcy Case No.: 08-11101

Debtor-affiliates filing separate Chapter 11 petitions:

       Entity                                     Case No.
       ------                                     --------
       Northern Power Systems, Inc.               08-11102
       aka PES-2 Merger Sub, Inc.

Type of Business: The Debtors engage in the design, development,
                 manufacture, and sale of on-site hydrogen gas
                 delivery systems worldwide.  See
                 http://www.distributed-energy.com

Chapter 11 Petition Date: May 4, 2008

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtors' Counsel: Robert S. Brady, Esq.
                 Email: bankfilings@ycst.com
                 Robert F. Poppiti, Jr., Esq.
                 Email: bankfilings@ycst.com
                 Young, Conaway, Stargatt & Taylor
                 The Brandywine Bldg.
                 1000 W. St., 17th Flr.
                 P.O. Box 391
                 Wilmington, DE 19899-0391
                 Tel: (302) 571-6600
                 Fax: (302) 571-1253
                 http://www.ycst.com

Total Assets: US$16,826,046

Total Debts:  US$65,546,173

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

  Entity                      Nature of Claim      Claim Amount
  ------                      ---------------      ------------
Chloride France, SA            trade debt            US$164,276
30 Ave. Montgolfer BP 90
Chassieu Cedex, France
Tel: 011-33-478-401-356
Fax: 011-33-478-907-766

St. Paul Travelers             trade debt            US$162,033
CL & Specialty Remittance Ctr.
Hartford, CT 06183-1008
Tel: (860) 277-0111
Fax: (860) 277-2158

STM Power                      trade debt            US$114,378
275 Metty Drive
Ann Arbor, MI 48103
Tel: (734) 214-1448
Fax: (734) 995-0610

Vermont Department of Tax      taxes                  US$92,797

Anderson, Rowe & Buckley, Inc. professional services  US$87,314

Piper Jaffray                  professional services  US$85,796

Delstar Energie, Inc.          trade debt             US$85,000

Washington International       trade debt             US$71,496
Holdings, Ltd.

Shanghai TSP                   trade debt             US$69,500

Garrard Hassan America, Inc.   trade debt             US$63,303

Offshore Technical Assistance  trade debt             US$52,293

Liberty Casting Co., LLC       trade debt             US$47,355

Semikron, Inc.                 trade debt             US$38,895

Roman Manuel Vastro Quiroz     trade debt             US$38,044
MARSA

Johnson Controls               trade debt             US$34,916

ML Strategies, LLC             trade debt             US$30,000

Enercon Engineering, Inc.      trade debt             US$26,999

Sheedy Drayage Co.             trade debt             US$22,814

Valley Power Systems, Inc.     trade debt             US$22,138

Laser Technologies             trade debt             US$20,880


FRONTIER AIRLINES: Court Okays Director & Officer Severance Plan
----------------------------------------------------------------
Frontier Airlines Holdings, Inc. and its debtor-affiliates won
permission from the U.S. Bankruptcy Court for the Southern of
New York to implement a Director and Officer Severance Plan for
their directors, senior directors, vice-presidents and other
executives, various reports say.

As reported by the Troubled Company Reporter on May 21, 2008,
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New
York, said "[p]ayments under the Severance Plan are capped at
$144,1805 despite the fact that this results in senior
executives having as little as 5 months severance (a fraction of
what is typical).  Moreover, because of the Severance Plan's new
mitigation provisions, even the most senior executive, if
severed, will likely receive substantially less than $144,180."

Participation in the Severance Plan is limited to regular, full-
time employees of the Debtors who are at the director level or
above:

                                        No. of        Severance
Group         Description              Participants  Pay
-----         -----------              ------------ ----------
   A       Frontier president, CEO, all      6       US$144,180
           executive vice presidents and            for five to
           senior vice presidents, vice               10 months
           president and general counsel

   B       all other Frontier vice          10        9 months
           presidents and Lynx officers

   C       Frontier and Lynx directors      49        6 months
           and senior directors

The Severance Plan offers benefits including (i) travel
privileges provided by Frontier to similarly situated active
employees; and (ii) assistance with applicable medical, dental
and vision care benefit covered by the Debtors' COBRA Plan.

The Severance Plan is available solely in the event of the
Covered Employee's qualifying termination of employment:

  (a) A Covered Employee will be eligible to receive benefits
      under the Severance Plan only if his or her employment is
      terminated without Cause or following a change in
      control, as defined in the Severance Plan, or for good
      reason, including (i) material reduction in the
      employee's base salary; (ii) material diminution of the
      employee's position, responsibilities or duties; or (iii)
      relocation of the employee's work location more than 50
      miles from its current location;

  (b) A Covered Employee will not be eligible to participate in
      the Severance Plan unless he or she waives all rights
      under any other severance arrangement to which the
      employee may be a party as of the effective date of the
      Severance Plan, including, but not limited to, rights
      under a prepetition offer letter, if applicable.

  (c) Following a qualifying termination event, a Covered
      Employee will receive a severance payment that varies
      according to salary and employment level;

  (d) Cash severance will be paid in installments -- as
      salary continuation rather than as a lump-sum payment;

  (e) All severance will be subject to a mitigation requirement
      in the event the severed employee finds new employment,
      which commences in the ninth week for Group A employees;

  (f) Following a qualifying termination event, a Covered
      Employee may continue any applicable medical, dental
      or vision care benefit covered by COBRA.

  (g) A Covered Employee's receipt of Severance will be subject
      to the Employee's continuing compliance with the
      Severance Plan's confidentiality and non-solicitation
      provisions; and

  (h) To the extent necessary to avoid the imposition of taxes,
      interest and penalties required by Section 409A of the
      Internal Revenue Code, any payment or benefit to which a        
      Covered Employee is eligible under the Severance Plan,
      will be adjusted to comply with Section 409A, while
      maintaining the intent of the Severance Plan.

A full-text copy of the Severance Plan is available for free at:
http://bankrupt.com/misc/FAH_SeverancePlan.pdf

The Debtors believe the cost of the Severance Plan is modest.
In a statement filed with with the Court, Watson Wyatt senior
consultant Nick Bubnovich said that absent mass terminations,
the Severance Plan will likely cost well under US$1,500,000 in
the aggregate, for all 65 Covered Employees.  Even assuming mass
terminations, he said, mitigation requirements would likely
cause the actual cost to be between US$2,200,000 to US$2,700,00,
assuming mitigation of 40-50%.

Mr. Bubnovich believes that the Severance Plan will act as a
necessary reassurance for Frontier's employees and an important
barrier against unwanted attrition.

"[Absent the Severance Plan,] Frontier's stakeholder value will
be negatively impacted by distracted employees who may feel they
have no choice but to consider other options and further
attrition that Frontier's operations cannot afford,"
Mr. Bubnovich said.

The Severance Plan's provisions were intended to preserve
liquidity for Frontier, he said.

                  About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation   
for passengers and freight.  They operate jet service carriers
linking their Denver, Colorado hub to 46 cities coast-to-coast,
8 cities in Mexico, and 1 city in Canada, well as provide
service from other non-hub cities, including service from 10
non-hub cities to Mexico.  As of May 18, 2007 they operated 59
jets, including 49 Airbus A319s and 10 Airbus A318s.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D.N.Y. Case No. 08-11297
through 08-11299.)  Hugh R. McCullough, Esq. at Davis Polk &
Wardwell represent the Debtors in their restructuring efforts.
Togul, Segal & Segal LLP is Debtors' Conflicts Counsel, Faegre &
Benson LLP is the Debtors' Special Counsel, and Kekst and
Company is the Debtors' Communications Advisors.  Epiq
Bankruptcy Solutions serves as the Debtors' notice and claims
agent.  The Official Committee of Unsecured Creditors is
represented by Wilmer Cutler Pickering Hale and Dorr LLP.

At Dec. 31, 2007, Frontier Airlines and its subsidiaries' total
assets was US$1,126,748,000 and total debts was US$933,176,000.  
The Debtors have until Aug. 8, 2008, to exclusively file a
chapter 11 plan.  (Frontier Airlines Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


MOVIE GALLERY: Outlines Consummated Transactions Under Plan
-----------------------------------------------------------
In light of Movie Gallery Inc. and its debtor-affiliates'
emergence from bankruptcy on May 20, 2008, the Reorganized
Debtors consummated the transactions contemplated by their
Second Amended Joint Plan of Reorganization, which was confirmed
by the Court on April 10.

In a regulatory filing with the U.S. Securities and Exchange
Commission dated May 28, 2008, the Reorganized Debtors disclosed
that on the Plan Effective Date:

  (a) Movie Gallery's old common stock and other equity
      interests existing immediately prior to the Effective Date
      were canceled.  

      The Reorganized Debtors will issue:

         -- 7,544,460 shares of common stock, par value US$0.001
            per share to holders of 11% Senior Note Claims;

         -- 8,251,498 shares to Sopris Capital Advisers LLC;

         -- 5,000,000 shares to Rights Offering participants;

         -- 115,000 shares to Sopris as its fee for providing
            the Backstop Commitment; and

         -- 60,000 shares of New Common Stock to Imperial
            Capital, LLC, for services rendered on behalf of the
            Official Committee of Unsecured Creditors.

      Movie Gallery will reserve (i) 2,395,540 shares of New
      Common Stock for future issuance to holders of allowed
      claims in Classes 7A, 7B and 7E under the Plan; and
      (ii) 2,828,226 shares for future issuance as grants of
      equity, restricted stock or options under a Management and
      Directors Equity Incentive Plan;

  (b) Movie Gallery will issue warrants to purchase:

         -- an aggregate of 1,229,815 shares of New Common Stock
            to 11% Senior Note Claimholders and for future
            issuance to holders of allowed Claims;

         -- an aggregate of 86,250 shares to Sopris pursuant to
            the Seasonal Overadvance Facility; and

         -- an aggregate of 2,001,289 shares of New Common Stock
            to lenders under the Exit Facility;

  (c) Movie Gallery entered into a Registration Rights Agreement
      with Sopris and its affiliates relating to the shares of
      New Common Stock and New Warrants;

  (d) Movie Gallery's 11% senior notes due May 1, 2012, and
      9.625% senior subordinated notes due March 15, 2011,
      outstanding debt securities of Movie Gallery were
      canceled, and the indentures governing the debt
      securities were terminated;

  (e) the US$150,000,000 secured super-priority debtor-in-
      possession credit and guaranty agreement with Goldman
      Sachs Partners, L.P., The Bank of New York and other
      lenders was terminated, and the creditors under the DIP
      Agreement was paid in full in cash;

  (f) Movie Gallery entered into:

         -- the Amended and Restated First Lien Credit and
            Guaranty Agreement with a syndicate of lenders,
            Wilmington Trust Company and Deutsche Bank Trust
            Company Americas, as collateral agent, with a senior
            secured credit facility in an aggregate amount not
            to exceed US$626,488,750, consisting of
            US$602,988,750 aggregate principal amount of term
            loans and US$23,500,000 aggregate principal amount
            of letters of credit;

         -- the Amended and Restated Second Lien Credit and
            Guaranty Agreement with certain lenders and Wells
            Fargo Bank, which provides for term loans in an
            aggregate principal amount not to exceed
            US$117,141,030;

         -- the Revolving Credit and Guaranty Agreement with
            various lenders, Sopris Partners Series A of Sopris
            Capital Partners, LP, The Bank of New York, and
            Deutsche Bank Trust Company Americas, which provides
            for revolving loans up to an aggregate principal
            amount of US$100,000,000;

  (g) H. Harrison Parrish, John J. Jump, William B. Snow, and
      James C. Lockwood resigned from the Board of Directors,
      and were replaced by Robert Fiorella, Mark E. Holliday,
      Thomas B. McGrath, Steven D. Scheiwe, Richard L. Shorten,
      Jr., and Neil S. Subin, as chairman.
     
      The Audit Committee of the Board of Directors consists of
      Messrs. Holliday as chairman, Scheiwe, and Fiorella.  The
      Compensation Committee consists of Messrs. Shorten as
      chairman, Subin, and McGrath.  

      Joe Malugen was replaced as chairman, president and chief
      executive officer of the Company, and will remain on the
      Board of Directors following the Effective Date.

      Clarence J. Gabriel, Jr., 54, was appointed as president
      and chief executive officer of Movie Gallery;

  (h) the total number of shares of all classes of stock that
      Movie Gallery is authorized to issue is 62,000,000 shares,
      consisting of 60,000,000 shares of New Common Stock and
      2,000,000 shares of preferred stock, par value $0.01 per
      share.

Full-text copies of Movie Gallery's disclosures relating to its
emergence from Chapter 11 are available at no charge at:

             http://researcharchives.com/t/s?2d5a

                      About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment  
specialty retailer.  The company owns and operates 4,600 retail
stores that rent and sell DVDs, videocassettes and video games.
The company has operations in Mexico.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853).  Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors.  Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, is the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kurtzman Carson Consultants LLC.  
When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The U.S. Bankruptcy Court for the Eastern District of Virginia
confirmed the Debtors' Second Amended Chapter 11 Plan of
Reorganization on April 9, 2008.  (Movie Gallery Bankruptcy News
Issue No. 29; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MTI GLOBAL: Completes US$7 Million Debt Loan With Wellington
------------------------------------------------------------
MTI Global Inc. (TSX:MTI) said that it has closed a US$7 million
subordinated debt financing with Wellington Financial LP, which
satisfies the forbearance agreement with its principal Canadian
bank.

Approximately US$2.55 million of the proceeds will be used to
repay the existing bank term loan, with the remaining funds to
be used for general working capital, net of transaction fees.

"We are pleased to have Wellington Financial LP as a new
financial partner as we enter into this very important and
positive phase of our operational turnaround," said Bill Neill,
MTI Global's President and Chief Executive Officer. "The
financing ensures that the Company has satisfied its obligations
under the forbearance arrangement and has entered into a
restated and amended normal credit agreement with the bank.  
Most importantly, we can now fund the corporate changes
necessary to simplify MTI Global's operations, drive plant
efficiencies, and focus on profitable growth going forward."

MTI Global entered into an amended forbearance agreement with
its bank dated February 22, 2008 pursuant to which the Company
had until May 31, 2008 to amend its credit facility with the
bank, which date was subsequently extended to June 3, 2008. The
agreement also committed the Company to raise sufficient capital
to repay the term loan then outstanding and meet other liquidity
needs.

                       Financing Details

The financing consists of a Series A Secured Debenture in the
principal amount of US$7 million.  The debenture will bear
interest at an annual rate of 12.75%. In conjunction with the
financing, the Company has issued 3,230,769 special warrants
exercisable to acquire an equal number of warrants, without
payment of any additional consideration.  Each such warrant will
be exercisable to acquire one common share at an exercise price
of US$0.65 per share at any time on or before June 3, 2013.  
US$4.9 million of the principal amount of the debenture is
repayable in 24 months and US$2.1 million is repayable in 36
months.  The maturity date of the US$4.9 million can be extended
to 36 months at the request of the Company provided it meets
certain financial tests as determined within 60 days of the
original maturity date.

                 About Wellington Financial LP

Wellington Financial LP -- http://www.wellingtonfund.com/-- is  
a privately held specialty finance firm providing operating
lines of credit, term, venture and amortizing loans up to
US$40 million.  Wellington Financial LP is currently deploying a
US$400 million investment program via its third fund. Wellington
Financial LP is managed by a partnership controlled by fund
management and Clairvest Group Inc. (TSX:CVG), who jointly have
contributed a large financial stake to Fund III. Limited
partners include several of Canada's largest institutional
investors, crown corporations, financial institutions and
pension funds.

                        About MTI Global

Headquartered in Mississauga, Ontario, MTI Global Inc. (TSX:
MTI) -- http://www.mtiglobalinc.com/-- designs, develops and
manufactures custom-engineered products using silicone and other
cellular materials.  The company serves a variety of specialty
markets focused on three main product categories: Silicone,
Aerospace and Fabricated Products.  MTI's Canadian manufacturing
operations are located in Mississauga, Ontario, with
international manufacturing operations located in Richmond and
Buchanan, Virginia; Pensacola, Florida; Bremen, Germany; and a
contract manufacturer venture in Ensenada, Mexico.  The company
also has sales operations in England and Sweden, and an
engineering support center in Brazil.


SANMINA-SCI CORP: Closes Mexican Transition Operation to Lenovo
---------------------------------------------------------------
Sanmina-SCI Corporation has closed and completed the transition
of its personal computing BTO/CTO operation in Monterrey, Mexico
to Lenovo Group Limited.  This is in accordance with the
company's previous 8-K filing on May 1, 2008 announcing the
signing of a definitive agreement between Sanmina-SCI and Lenovo
for the sale of certain assets and the assumption of certain
liabilities by Lenovo.

Headquartered in San Jose, California, Sanmina-SCI Corporation
(NasdaqGS: SANM) -- http://www.sanmina-sci.com/-- is an  
Electronics Manufacturing Services (EMS) provider focused on
delivering complete end-to-end manufacturing solutions to
technology companies around the world.  Service offerings
include product design and engineering, test solutions,
manufacturing, logistics and post-manufacturing repair/warranty
services.

The company has locations in Brazil, China, Ireland, Finland,
Malaysia, Mexico, and Singapore.

                          *     *     *

As reported in the Troubled Company Reporter-Asia Pacific on
Feb. 21, 2008, Fitch has affirmed these ratings for Sanmina-SCI
Corporation:

  -- Issuer Default Rating at 'B+';
  -- Senior secured credit facility at 'BB+/RR1'.
  -- Senior unsecured notes at 'BB+/RR1';
  -- Senior subordinated debt at 'B/RR5'.

As reported, Moody's Investors Service placed Sanmina-SCI
Corp.'s long term corporate family and probability of default
ratings at 'B1' in December 2007.  Moody's outlook is stable.



====================
P U E R T O  R I C O
====================

LIN TV: Says Negotiations With Charter Seems Unsuccessful
---------------------------------------------------------
LIN TV Corp. said that negotiations with Charter Communications,
Inc., appear unlikely to result in a retransmission consent
agreement.  As a result, LIN TV expects Charter to discontinue
carriage of its television stations when the current contract
expires on June 30, 2008.

Eleven LIN TV-owned and/or operated local stations are currently
carried by Charter in the following markets: Grand Rapids; Green
Bay; Hartford-New Haven; Springfield (Mass); Dayton; Providence
and Toledo.

LIN TV is in the process of securing compensation for carriage
from cable companies on terms that are comparable to those given
cable networks so that it can continue to provide top-rated
news, weather and other local programming, plus the most-watched
network and syndicated sports and entertainment programming.  
Within the past year, LIN TV has successfully reached agreements
with numerous cable, satellite and telephone companies, all of
which have recognized the fair market value of its stations’
signals.

"Most cable operators, like their satellite and telephony
competitors, now understand and acknowledge that fair and
equitable compensation is essential to ensure the viability of
our local outlets which are such a big part of the value they
provide to consumers," said LIN TV’s Executive Vice President
Digital Media Gregory M. Schmidt.  "This is an evolving
marketplace with a lot of background noise so reaching an
agreement can sometimes be difficult. We will continue to work
hard with Charter in hopes of reaching a deal with them soon."

In the event that LIN TV’s signals are pulled, viewers may
continue to watch their local news and top-rated programming
through alternative means, such as an antenna or by switching to
a satellite service like DISH Network(R).

In March, 2008, LIN TV and DISH Network Corporation (NASDAQ:
DISH), the nation’s third largest pay-TV provider and the
digital transition leader, announced a marketing and promotional
agreement to encourage consumers to switch to DISH Network if a
LIN TV local station signal has the potential to become
unavailable or is removed from a cable system. The parties
jointly market LIN TV’s availability on DISH Network so viewers
will have the opportunity to continue watching their favorite
local news and programming.

For a limited time, all new subscribers to DISH Network in the
Grand Rapids, Green Bay, Hartford-New Haven and Providence
markets will receive a US$50 incentive to switch to DISH
Network. For more information and to make the switch, call 1-
888-DISH-950.

"The possibility of losing important local channels is
understandably leading many residents to look at their
television service alternatives," said Eric Sahl, senior vice
president of Programming at DISH Network. "Consumers in Green
Bay, Hartford-New Haven and Providence can already enjoy their
local HD channels with DISH Network, and Grand Rapids residents
will see their local HD channels added to DISH Network later
this month. Combined with our award-winning technology and this
special $50 incentive offer, there’s never been an easier or
more attractive time to switch to DISH Network."

Headquartered in Providence, Rhode Island, LIN Television Corp.
(NYSE: TVL) -- http://www.lintv.com/-- owns and operates 31
television stations in 18 mid-sized markets in the United States
and Puerto Rico.  The company had US$866.4 million of debt as of
Sept. 30, 2007.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 27, 2007, Standard & Poor's Ratings Services affirmed its
ratings on LIN TV Corp., including the 'B+' corporate credit
rating, and revised the outlook to stable from negative.


MUSICLAND HOLDING: District Court Rejects Trade Creditors Suit
--------------------------------------------------------------
The U.S. District Court for the Southern District of New York
affirmed a ruling by the U.S. Bankruptcy Court for the
Southern District of New York dismissing a complaint filed by
seven secured trade creditors of Musicland Holding Corp.,
various reports say.

The trade creditors sued Musicland's prepetition lenders to
recover US$25,000,000, arguing that the Debtors wrongfully paid
to Harris Bank N.A. and its putative agent, Wachovia Bank, N.A.

The Trade Creditors are:

  * Buena Vista Home Entertainment, Inc.,
  * Cargill Financial Services International, Inc.,
  * Hain Capital Group, LLC,
  * Paramount Pictures Corporation,
  * Twentieth Century Fox Home Entertainment LLC,
  * UBS Willow Fund, LLC, and
  * Varde Investment Partners, L.P.

In 2007, Judge Stuart Bernstein of the U.S. Bankruptcy Court
dismissed the Trade Creditors' Complaint ruling that Wachovia
Bank did not breach an Intercreditor Agreement between Bank of
New York, in its capacity as agent for the Trade Creditors, and
Wachovia, as agent for the Revolving Lenders.

The Bankruptcy Court ruled that Wachovia did not tortuously
interfere with the Trade Creditor's contractual rights or
participate in the conversion of the Trade Creditors'
collateral, and that Harris N.A. was not unjustly enriched with
the repayment of the US$25,000,000 supplemental Term Loan.

The Trade Creditors supplied the Debtors, on credit, music CDs,
DVDs, and similar and related merchandise for sale at the
Debtors' retail stores.  To induce the Trade Creditors to
continue supplying inventory, the Debtors entered into a
security agreement with the Trade Creditors in November 2003.  
Concurrent with the Security Agreement, the Intercreditor
Agreement was entered into among Bank of New York and Wachovia.

The Trade Creditors took an appeal from the Bankruptcy Court's
decision, as reported by the Troubled Company Reporter on
October 4, 2007.

                   About Musicland Holding

Based in New York, Musicland Holding Corp., is a specialty
retailer of music, movies and entertainment-related products in
the United States and Puerto Rico.  The Debtor and 14 of its
affiliates filed for chapter 11 protection on Jan. 12, 2006
(Bankr. S.D.N.Y. Lead Case No. 06-10064).  Kirkland & Ellis
represented the Debtors in their restructuring efforts.  Hahn &
Hessen LLP, represented the Official Committee of Unsecured
Creditors.  At March 31, 2007, the Debtors disclosed
US$20,121,000 in total assets and US$321,546,000 in total
liabilities.

On May 12, 2006, the Debtors filed their Joint Plan of
Liquidation.  On Sept. 14, 2006, they filed an amended Plan and
a Second Amended Plan on Oct. 13, 2006.  The Bankruptcy Court
approved the adequacy of the Amended Disclosure Statement on
Oct. 13, 2006.  The Debtor's Second Amended Joint Plan of
Liquidation was declared effective as of Jan. 30, 2008.



=================
V E N E Z U E L A
=================

CITGO PETROLEUM: Says High Oil Prices Cut Into Profits
------------------------------------------------------
Citgo Petroleum Corp.'s Chief Executive Officer Alejandro
Granado told Brett Clanton at the Houston Chronicle that high
oil prices have cut into the firm's profits for gasoline and
other petroleum-based products it refines and sells.

Mr. Granado admitted that this year has been the company's worst
year for the last 10 years with oil prices squeezing profits for
petroleum-based products it refines and sells, the Houston
Chronicle relates.  Mr. Granado reportedly attributed the
record-increase in prices, not on shortage of global supply, but
on geopolitical instability, the weak U.S. dollar, and growing
presence of speculators in commodity markets.

The Houston Chronicle quoted Mr. Granado as saying, "Even though
the supply is there, we still need to pay —- I won't say, it
could change tomorrow —- but high prices."

The Chief Executive, however, believes that despite the squeeze
in profits, the company will be able to make another dividend
payment to parent Petroleos de Venezuela S.A.

Headquartered in Houston, Texas, Citgo Petroleum Corp. --
http://www.citgo.com/-- is owned by PDV America, an indirect,
wholly owned subsidiary of Petroleos de Venezuela S.A., the
state-owned oil company of Venezuela.

Petroleos de Venezuela is Venezuela's state oil company in
charge of the development of the petroleum, petrochemical, and
coal industry, as well as planning, coordinating, supervising,
and controlling the operational activities of its divisions,
both in Venezuela and abroad.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 21, 2007, CITGO Petroleum Corporation's Issuer Default
Rating was lowered by Fitch to 'BB-' from 'BB' following the
company's announcement that it has taken out a US$1 billion
bridge loan and used the proceeds to make a US$1 billion loan to
parent Petroleos de Venezuela SA (PDVSA IDR 'BB-', Negative
Outlook).


PETROLEOS DE VENEZUELA: To Remit Additional Royalties to Gov't
--------------------------------------------------------------
Petroleos de Venezuela SA will begin transferring additional
royalties to the Treasury in July, El Universal reports, citing
scenarios envisaged at the Ministry of Finance.

El Universal relates that "the input budgeted for such account,
which is US$15 billion, will be executed."  Oil prices would be
at US$35 this year while actual oil prices average US$95.84,
indicating a US$60.84 excess.  This guarantees the delivery of
extraordinary funds.  

Official sources told El Universal that there will be additional
earnings for income tax by the fourth quarter of this year.  
According to El Universal, additional money by means of
royalties will be put in facilities like the Miranda Fund and
the trust fund of the Ministry of Finance and the National
Treasury.

The funds will be alloted to additional loans in the second half
of this year, El Universal states, citing the sources.

Petroleos de Venezuela SA -- http://www.pdv.com/-- is
Venezuela's state oil company in charge of the development of
the petroleum, petrochemical and coal industry, as well as
planning, coordinating, supervising and controlling the
operational activities of its divisions, both in Venezuela and
abroad.  The company has a commercial office in China.

                       *     *     *

In March 2007, Standard & Poor's Ratings Services assigned its
'BB-' senior unsecured long-term credit rating to Petroleos de
Venezuela S.A.'s US$2 billion notes due 2017, US$2 billion notes
due 2027, and US$1 billion notes due 2037.

Also in March 2007, Fitch Ratings gave a BB- rating to PdVSA's
Senior Unsecured debt.  

On Feb. 7, 2007, Moody's Investors Service affirmed the
company's B1 global local currency rating.



* Capital Inflows Remain Strong in Latin America, S&P Reports
-------------------------------------------------------------
It's no secret that the global economy is becoming more global
all the time, said an article published by Standard & Poor's
Ratings Services titled, "As More Capital Flows To Latin
America, Investment-Grade Countries Are Getting The Lion's
Share," says that although Latin America isn't always in the
spotlight the way China and India are, it too is becoming
increasingly integrated with the global economy.  This has been
a boon for the region, especially for the countries with
investment-grade ratings.
     
The stronger local fiscal and economic environment has supported
the recent trend of rising capital flows into Latin America.
"The flows have gone largely to the countries with high and
improving sovereign creditworthiness," noted S&P's credit
analyst Joydeep Mukherji.  Analyzing the composition of these
inflows shows that foreign direct investment (FDI) constitutes
43% of all capital flows coming into the region.  This is a
positive sign for all rated sovereigns, as the foreign
investment boosts productivity and has positive spillover
effects on the economy.
     
The capital inflows aren't new, but economic conditions in Latin
America have certainly changed in recent years.  The main
recipients of external capital flows -- Brazil, Mexico,
Colombia, and Chile -- have the highest sovereign ratings by S&P
in Latin America.  And the recent upgrade of Brazil to
investment grade has made it eligible for investment from new
types of investors, including sovereign wealth funds and others
that are prohibited from investing in speculative-grade assets.

        Latin America's FDI Pipeline Is Flowing Steadily

According to Economic Commission for Latin America and the
Caribbean (ECLAC)'s "Foreign Investment 2007 Report," Latin
America and the Caribbean received a record US$105.9 billion
dollars in FDI in 2007. The sovereigns with the highest inflows
were Brazil (BBB-/Stable/A-3), Mexico (BBB+/Stable/A-2), Chile
(A+/Stable/A-1), and Colombia (BB+/Stable/B), as of June 3,
2008.  Brazil alone received nearly US$16 billion more in
investments in 2007 than in 2006, accounting for 55% of the
total increase in FDI to South America.  On April 30, 2008, S&P
raised its long-term foreign currency sovereign credit rating on
Brazil to 'BBB-' from 'BB+', assigning an investment-grade
rating to the country for the first time.  As a result, Brazil
could well benefit from enhanced investor confidence, and the
already strong performance of the capital inflows might increase
even more.

FDI flows have been growing steadily in Chile, Mexico, and
Colombia. Brazil has the highest level of FDI inflows (US$34.6
billion in 2007), followed by Mexico with US$24 billion.  
Chile's position has remained stable over the past five years,
while FDI inflows to Colombia have increased considerably to
US$8 billion in 2007 from US$1.75 billion in 2003.  Although FDI
flows to Colombia have largely gone into investment in
hydrocarbons, in Brazil and Chile, these flows went mainly into
the mining sector.  All three countries stand to gain from
higher exports and higher energy production from the recent FDI
flows, auguring well for future GDP growth. Furthermore, as a
sign of greater dynamism in the economies and a better
investment environment overall, other noncommodities sectors
such as real-state and telecommunications, are emerging as
recipients of FDI.

As capital flows rise for the region, the regulatory framework
in some of the sovereigns continues to restrict some types of
inflows, especially in Brazil, Chile, Colombia, and Peru. The
restrictions are typically designed to discourage short-term
capital inflows. Chile and Colombia use unremunerated reserve
requirements, and Peru uses marginal reserve requirements on
foreign deposits. The policies try to discourage so-called hot
money and shift the structure of foreign borrowing toward long-
term inflows.  They are also designed to cope with strong local
currency appreciation pressures, which, if unchecked, could
reduce the competitiveness of some labor-intensive exporting
sectors.

Recently, Latin America has begun to export capital as well as
import it. As emerging markets experience sustained economic
growth and the dollar reaches an all-time low, investing in the
U.S. is becoming increasingly feasible for emerging market
economies.  In addition, the dramatic growth in the mining
sector in Latin America and the record levels of profitability
and cash generation are fuelling aggressive expansion, with
multinational companies from emerging markets playing an
important role.  In response to the recent sector consolidation
trends and to seek benefits from free trade agreements, some
Latin American firms have entered new countries.  For example,
Companhia Vale do Rio Doce (BBB/Stable/--), Brazil's largest
mining company, acquired the Canadian firm Inco Ltd. in 2006.  
Mexico's Cemex S.A.B. de C.V. (BBB/Negative/--) bought the
Australian firm Rinker Group Ltd. in 2007.

The total stock of FDI has more than doubled over the past seven
years to US$737 billion in 2006 from US$344 billion in 1999.

Some changes occurred in the composition of the main FDI
recipient countries and their contribution to the total stock
amount.  Argentina’s (B+/Negative/B) share decreased
considerably, as did that of Venezuela (BB-/Stable/B) and Chile.  
At the same time, Brazil and Mexico consolidated their
leadership positions, with each accounting for 30% of the total
stock of FDI in 2006 within these selected Latin American
countries.

Similarly, outbound FDI from Latin America has also increased.
Much of these flows are cross-border acquisitions in mining,
hydrocarbons, and telecommunications as local firms globalize
their operations.

Finally, comparing the ratio of FDI stock to GDP between periods
provides a good indicator of an economy's degree of openness.
This can help determine the relative importance of FDI in a
sovereign's economic growth over time. It is interesting to note
the relative decrease in the percentage of stock of accumulated
FDI over GDP for Bolivia (B-/Stable/C), which went to 2.5% in
2006 from 12.16% in 1999.  The same happened in Venezuela, where
the ratio of stock FDI to GDP decreased to negative 1.44% from
2.85% over the same period.

Nevertheless, the region could do more to attract more flows.
Capital controls might discourage some inflows, including
perhaps FDI, into the region and could limit its ability to grow
faster.  There is scope for countries to make their laws and
regulations friendlier to foreign direct investments.  After
years of sustained economic growth and current account
surpluses, the region is likely to enter a less-dynamic period
of economic performance.  Moreover, with a likely return to a
current account deficit for the region as a whole, Latin America
could again see an increase in its net external debt level,
unless the current account deficit is funded by nondebt capital
inflows.
      
"Still, capital inflows into Latin America have remained strong,
while capital outflows have stabilized after a spike in 2006,"
Mr. Mukherji added.  "As a result, the net balance of flows
should remain positive, boding well for investment and GDP
growth in Latin America."


                            ***********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Tara Eliza E. Tecarro, Sheryl Joy P. Olano,
Rizande de los Santos, and Pamella Ritah K. Jala, Editors.

Copyright 2008.  All rights reserved.  ISSN 1529-2746.

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed
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